Exhibit 4.7

SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT

This SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT is dated as of November 8, 2001 ("Amendment") and is entered into with reference to the FIVE YEAR
CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") 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 thereto, and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms not otherwise defined herein shall have the meanings set forth in the
Credit Agreement.

The
Borrower and the Administrative Agent (acting with the consent of the Required Lenders) agree to amend the Credit Agreement as follows:

1.Section 1.01Amended Definitions.Section 1.01 of the Credit Agreement is hereby
amended to add the following defined terms thereto, and to amend the definition of "Person" as follows:



2.Section 5.06(h)Negative Pledge.Section 5.06(h) of the Credit Agreement is amended
to read in its entirety as follows:



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3.Section 5.09Leverage Ratio.Section 5.09 of the Credit Agreement is amended to
read in its entirety as follows:



Fiscal Quarters Ending

Maximum RatioSeptember 30, 2001

4.75:1.00December 31, 2001

5.50:1.00March 31, 2002

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

6:25:1.00December 31, 2002

5.50:1.00March 31, 2003

5.25:1.00June 30, 2003

4.75:1.00September 30, 2003 and thereafter

4.50:1.00."


4.Section 5.10Interest Coverage Ratio.Section 5.10 of the Credit Agreement is
amended to read in its entirety as follows:



Fiscal Quarters Ending

Minimum RatioSeptember 30, 2001 and December 31, 2001

2.50:1.00March 31, 2002

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

2.25:1.00December 31, 2002 and thereafter

2.50:1.00."


5.New Section 5.11Certain Covenants Contingent Upon the Leverage Ratio.The Credit
Agreement is hereby amended to add a new Section 5.11 thereto, to read in full as follows:



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6.Section 6.01(b).Section 6.01(b) of the Credit Agreement is amended to read in its entirety as
follows:



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

8.Pricing Adjustment.The definitions of "Facility Fee Rate" and "Margin Adjustment" set forth in the Pricing
Schedule to the Credit Agreement are amended to read in full as follows with prospective effect from the date of this Amendment:



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9.Condition Precedent.The effectiveness of this Amendment shall be conditioned upon the receipt by the
Administrative Agent of:



10.Representation and Warranty.Borrower represents and warrants to the Administrative Agent and the Lenders
that no Default or Event of Default has occurred and remains continuing.

11.Confirmation.In all other respects, the terms of the Credit Agreement and the other Loan Documents are
hereby confirmed.

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

| |  | HILTON HOTELS CORPORATION                     
| |  | ----------------------------------------------
| |  |                                               
| |  | By:                                           
| |  | Name:                                         
| |  | Title:                                        
| |  |                                               
| |  | BANK OF AMERICA, N.A., as Administrative Agent
| |  |                                               
| |  | By:                                           

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | BANK OF AMERICA, N.A.[Name of Institution]
| |  | ------------------------------------------
| |  |                                           
| |  | By:                                       

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | THE BANK OF NOVA SCOTIA[Name of Institution]
| |  | --------------------------------------------
| |  |                                             
| |  | By:                                         

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | FIRST UNION NATIONAL BANK[Name of Institution]
| |  | ----------------------------------------------
| |  |                                               
| |  | By:                                           

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | WACHOVIA BANK, N.A.[Name of Institution]
| |  | ----------------------------------------
| |  |                                         
| |  | By:                                     

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | CREDIT LYONNAIS NEW YORK BRANCH[Name of Institution]
| |  | ----------------------------------------------------
| |  |                                                     
| |  | By:                                                 

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | Westdeutsche Landesbank Girozentrale[Name of Institution]
| |  | ---------------------------------------------------------
| |  |                                                          
| |  | By:                                                      
| |  | By:                                                      

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | SOCIETE GENERALE[Name of Institution]
| |  | -------------------------------------
| |  |                                      
| |  | By:                                  

11

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | BANK ONE, N.A.[Name of Institution]
| |  | -----------------------------------
| |  |                                    
| |  | By:                                

12

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | ARAB BANK PLC[Name of Institution]
| |  | ----------------------------------
| |  |                                   
| |  | By:                               

13

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | BANK OF HAWAII[Name of Institution]
| |  | -----------------------------------
| |  |                                    
| |  | By:                                

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | BNP PARIBAS[Name of Institution]
| |  | --------------------------------
| |  |                                 
| |  | By:                             
| |  | By:                             

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | THE DAI-ICHI KANGYO BANK, LTD.[Name of Institution]
| |  | ---------------------------------------------------
| |  |                                                    
| |  | By:                                                

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | FIRST HAWAIIAN BANK[Name of Institution]
| |  | ----------------------------------------
| |  |                                         
| |  | By:                                     

17

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | First Tennessee Bank National Association[Name of Institution]
| |  | --------------------------------------------------------------
| |  |                                                               
| |  | By:                                                           

18

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | The Industrial Bank of Japan, Limited[Name of Institution]
| |  | ----------------------------------------------------------
| |  |                                                           
| |  | By:                                                       

19

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | KBC BANK, N.V.[Name of Institution]
| |  | -----------------------------------
| |  |                                    
| |  | By:                                
| |  | By:                                

20

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | LA SALLE BANK NATIONAL ASSOCIATION[Name of Institution]
| |  | -------------------------------------------------------
| |  |                                                        
| |  | By:                                                    

21

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | The Mitsubishi Trust and Banking Corporation[Name of Institution]
| |  | -----------------------------------------------------------------
| |  |                                                                  
| |  | By:                                                              

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | THE NORTHERN TRUST COMPANY[Name of Institution]
| |  | -----------------------------------------------
| |  |                                                
| |  | By:                                            

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | U. S. BANK NATIONAL ASSOCIATION[Name of Institution]
| |  | ----------------------------------------------------
| |  |                                                     
| |  | By:                                                 

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | WELLS FARGO BANK, N.A.[Name of Institution]
| |  | -------------------------------------------
| |  |                                            
| |  | By:                                        

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | BANK OF CHINA, LOS ANGELES BRANCH[Name of Institution]
| |  | ------------------------------------------------------
| |  |                                                       
| |  | By:                                                   

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | THE BANK OF EAST ASIA, LIMITED[Name of Institution]
| |  | ---------------------------------------------------
| |  |                                                    
| |  | By:                                                
| |  | By:                                                

27

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | THE CHUGOKU BANK, LTD.[Name of Institution]
| |  | -------------------------------------------
| |  |                                            
| |  | By:                                        

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | FLEET NATIONAL BANK[Name of Institution]
| |  | ----------------------------------------
| |  |                                         
| |  | By:                                     

29

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | HUA NAN COMMERCIAL BANK, LTD.
LOS ANGELES BRANCH[Name of Institution]
| |  | ---------------------------------------------------------------------
| |  |                                                                      
| |  | By:                                                                  

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | LBS BANKNEW YORK[Name of Institution]
| |  | --------------------------------------
| |  |                                       
| |  | By:                                   
| |  | By:                                   

31

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | PNC BANK NATIONAL ASSOCIATION[Name of Institution]
| |  | --------------------------------------------------
| |  |                                                   
| |  | By:                                               

32

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CONSENT OF LENDER

Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION,
THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The
undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the
form of the most recent draft thereof presented to the undersigned Lender.

Dated:                        ,
2001

| |  | TAIPEIBANK, NEW YORK AGENCY[Name of Institution]
| |  | ------------------------------------------------
| |  |                                                 
| |  | By:                                             

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