Exhibit 4.7

SHORT TERM CREDIT AGREEMENT

dated as of

November 28, 2000

among

HILTON HOTELS CORPORATION

The Lenders and Syndication Agents Referred to Herein

and

BANK OF AMERICA, N.A.,

as Administrative Agent

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BANC OF AMERICA SECURITIES LLC

Lead Arrangers and Sole Book Manager

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TABLE OF CONTENTS

|                                         |      |    |                                                              | Page
|---------------------------------------- | ---- | -- | ------------------------------------------------------------ | ----
|ARTICLE IDEFINITIONS                     |      | 1 
|                                         | 1.01 |    | Definitions                                                  |     
|                                         | 1.02 |    | Accounting Terms and Determinations                          |     
|                                         | 1.03 |    | Types of Borrowings                                          |     
|ARTICLE IITHE CREDITS                    |      | 9 
|                                         | 2.01 |    | Commitments to Lend                                          |     
|                                         | 2.02 |    | Notice of Borrowings                                         |     
|                                         | 2.03 |    | [Reserved].                                                  |     
|                                         | 2.04 |    | [Reserved].                                                  |     
|                                         | 2.05 |    | Conversion and Continuation of Loans                         |     
|                                         | 2.06 |    | Notice to Lenders; Funding of Loans.                         |     
|                                         | 2.07 |    | Notes.                                                       |     
|                                         | 2.08 |    | Interest Rates.                                              |     
|                                         | 2.09 |    | Administrative Agency Fees                                   |     
|                                         | 2.10 |    | Upfront Fees                                                 |     
|                                         | 2.11 |    | Facility Fees                                                |     
|                                         | 2.12 |    | [Reserved].                                                  |     
|                                         | 2.13 |    | Optional Termination or Reduction of Commitments by Borrower |     
|                                         | 2.14 |    | Optional Termination of Commitments by the Lenders           |     
|                                         | 2.15 |    | Scheduled Termination of Commitments                         |     
|                                         | 2.16 |    | Optional Prepayments.                                        |     
|                                         | 2.17 |    | General Provisions as to Payments.                           |     
|                                         | 2.18 |    | Funding Losses                                               |     
|                                         | 2.19 |    | Computation of Interest and Fees                             |     
|                                         | 2.20 |    | Withholding Tax Exemption                                    |     
|                                         | 2.21 |    | [Reserved].                                                  |     
|                                         | 2.22 |    | Regulation D Compensation                                    |     
|                                         | 2.23 |    | Extension of the Termination Date                            |     
|                                         | 2.24 |    | Increased Commitments; Additional Lenders.                   |     
|ARTICLE IIICONDITIONS                    |      | 16
|                                         | 3.01 |    | Borrowings                                                   |     
|                                         | 3.02 |    | Effective Date                                               |     
|ARTICLE IVREPRESENTATIONS AND WARRANTIES |      | 17
|                                         | 4.01 |    | Corporate Existence and Power                                |     
|                                         | 4.02 |    | Corporate and Governmental Authorization; Contravention      |     
|                                         | 4.03 |    | Binding Effect                                               |     
|                                         | 4.04 |    | Financial Information.                                       |     
|                                         | 4.05 |    | Litigation                                                   |     
|                                         | 4.06 |    | Compliance with ERISA                                        |     
|                                         | 4.07 |    | Taxes                                                        |     
|                                         | 4.08 |    | Significant Subsidiaries                                     |     
|                                         | 4.09 |    | Not an Investment Company                                    |     
|                                         | 4.10 |    | Environmental Matters                                        |     
|                                         | 4.11 |    | Full Disclosure                                              |     

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|ARTICLE VCOVENANTS                  |      | 19
|----------------------------------- | ---- | --
|                                    | 5.01 |   
|                                    | 5.02 |   
|                                    | 5.03 |   
|                                    | 5.04 |   
|                                    | 5.05 |   
|                                    | 5.06 |   
|                                    | 5.07 |   
|                                    | 5.08 |   
|                                    | 5.09 |   
|                                    | 5.10 |   
|ARTICLE VIDEFAULTS                  |      | 23
|                                    | 6.01 |   
|                                    | 6.02 |   
|ARTICLE VIITHE ADMINISTRATIVE AGENT |      | 24
|                                    | 7.01 |   
|                                    | 7.02 |   
|                                    | 7.03 |   
|                                    | 7.04 |   
|                                    | 7.05 |   
|                                    | 7.06 |   
|                                    | 7.07 |   
|                                    | 7.08 |   
|                                    | 7.09 |   
|ARTICLE VIIICHANGE IN CIRCUMSTANCES |      | 26
|                                    | 8.01 |   
|                                    | 8.02 |   
|                                    | 8.03 |   
|                                    | 8.04 |   
|ARTICLE IXMISCELLANEOUS             |      | 29
|                                    | 9.01 |   
|                                    | 9.02 |   
|                                    | 9.03 |   
|                                    | 9.04 |   
|                                    | 9.05 |   
|                                    | 9.06 |   
|                                    | 9.07 |   
|                                    | 9.08 |   
|                                    | 9.09 |   
|                                    | 9.10 |   
|Schedules:                          |      |   
|Pricing Schedule                    |      |   

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|Exhibits: |  |   |  |                                                        
|--------- |  | - |  | -------------------------------------------------------
|Exhibit A |  |  |  | Compliance Certificate                                 
|Exhibit B |  |  |  | Form of Note                                           
|Exhibit C |  |  |  | Pricing Certificate                                    
|Exhibit D |  |  |  | Form of Notice of Borrowing, Conversion or Continuation
|Exhibit E |  |  |  | Opinion of Gibson, Dunn & Crutcher, LLP                
|Exhibit F |  |  |  | Assignment and Assumption Agreement                    
|Exhibit G |  |  |  | Extension Agreement                                    

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SHORT TERM CREDIT AGREEMENT

SHORT
TERM CREDIT AGREEMENT dated as of November 28, 2000, among HILTON HOTELS CORPORATION ("Borrower"), the Lenders who are parties hereto from time to time, WACHOVIA BANK, N.A.,
FIRST UNION NATIONAL BANK and THE BANK OF NOVA SCOTIA, as Syndication Agents, and BANK OF AMERICA, N.A., as Administrative Agent. While not a party hereto, Banc of America Securities, LLC has acted as
Lead Arrangers and sole book manager of the credit facilities described herein. The parties hereto agree as follows:

ARTICLE IDEFINITIONS

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

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

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

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

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

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

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

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

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

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

"Base Rate"means, as of any date of determination, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal
to thehigher of(a) the Prime Rate in effect on such date (calculated on the basis of a year of 365 or 366 days and the actual number of days elapsed)
and (b) the Federal Funds Rate in effect on such date (calculated on the basis of a year of 360 days and the actual number of days elapsed)plus1/2 of
1% (50 basis points).

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

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

"Benefit Arrangement"means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

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

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

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

"Commitment"means, as to each Lender, the commitment of that Lender to make Loans as such amount may be reduced from time to time
pursuant to Section 2.13, 2.14, 2.15, or 2.16 or increased from time to time pursuant to Section 2.24. The aggregate amount of the Commitments under this Agreement as of the Effective Date is
$400,000,000. 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 providedthat 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

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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 Promus Acquisition, (viii)
discontinued operations and (ix) nonrecurring non-cash charges;providedthat:



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

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

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

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

"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

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obligation so secured or the fair value of the assets subject to such Lien, and (vi) all obligations of others constituting "Debt" under the foregoing clauses of this paragraph which are guaranteed by
such Person; it being understood that "Debt" does not include contingent obligations of such Person to reimburse any other Person in respect of surety bonds or letters of credit.

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

"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
(includinga 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;providedthat 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 a Form W8-ECI or W8-BEN or other appropriate tax withholding form pursuant to Section 2.20 at the time of any assignment pursuant to Section 9.05.

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

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

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

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

"Euro-Dollar Lending Office"means, as to each Lender, its office, branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire

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as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Lender as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the
Administrative Agent.

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

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

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

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

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

"Existing Short Term Facility"means the Short Term Credit Agreement dated as of November 30, 1999, among the Borrower, the lenders
named therein, and Bank of America, N.A., as Administrative Agent, as amended.

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

"Federal Funds Rate"means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of l%) equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Domestic Business Day next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic
Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

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

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

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

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

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

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



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

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

"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 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.

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

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

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

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

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

"New Project"means each new hotel or resort project (as opposed to any project which consists of an extension or redevelopment of an
operating hotel or resort) having a development and construction budget in excess of $50,000,000 which hereafter receives a certificate of completion or occupancy and all relevant operational
licenses, and in fact commences operations.

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

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

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

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

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

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

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

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

"Person"means an individual, a corporation, a partnership, 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

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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, prepared in accordance
with generally accepted accounting principles.

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

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

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

"Promus Acquisition"means the merger of Promus with a Subsidiary of the Borrower on or about November 30, 1999.

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

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

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

"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.

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

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

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

"Syndication Agents"means, collectively, Wachovia Bank, N.A., First Union National Bank and The Bank of Nova Scotia, in each case in
their capacity as syndication agents for the Lenders hereunder. In their capacities as such, the Syndication Agents shall have no rights, duties or obligations, and shall incur no liabilities, under
this Agreement and the other Loan Documents which are in addition to the other Lenders.

"Termination Date"means November 27, 2001 or such later date to which the Termination Date shall be extended pursuant to Section 2.23,
or, if such day is not a Domestic Business Day, the next preceding Domestic Business Day.

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

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

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

ARTICLE II    THE CREDITS

2.01Commitments to Lend.During the Revolving Credit Period each Lender severally agrees, on the terms
and conditions set forth in this Agreement, to lend to the Borrower pursuant to this Section from time to time amounts such that (a) the aggregate principal amount of Loans made by

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

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



2.03[Reserved].

2.04[Reserved].

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

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

2.06Notice to Lenders; Funding of Loans.



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2.07Notes.



2.08Interest Rates.



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

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

2.11Facility Fees.The Borrower shall pay to the Administrative Agent for the account of the Lenders
ratably facility fees at the Facility Fee Rate determined daily in accordance with the Pricing Schedule. Such facility fee shall accrue from and including the date hereof to but excluding the
Termination Date
(or earlier date of termination of the Commitments in their entirety), on the daily aggregate amount of the Commitments (whether used or unused). Facility fees shall be payable 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].

2.13Optional Termination or Reduction of Commitments by Borrower.During the Revolving Credit Period,
the Borrower may, upon at least three Domestic Business Days' notice to the Administrative Agent, (i) terminate the Commitments at any time, if no Loans are outstanding at such

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time or (ii) ratably and permanently reduce from time to time by an aggregate amount of $25,000,000 or any larger amount in multiples of $1,000,000, the aggregate amount of the Commitments in excess
of the sum of the aggregate outstanding principal balance of the Loans.

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

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

2.16Optional Prepayments.



2.17General Provisions as to Payments.



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

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

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

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

2.21[Reserved].

2.22Regulation D Compensation.Each Lender may require the Borrower to pay, contemporaneously with
each payment of interest on the Euro-Dollar Loans, additional interest on the related Euro-Dollar Loan of such Lender at a rate per annum determined by such Lender up to but not exceeding the excess
of (i) (A) the applicable London Interbank Offered Rate divided by (B) one

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minus the Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank Offered Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify the Borrower and
the Administrative Agent, in which case such additional interest on the Euro-Dollar Loans of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each
Interest Period commencing at least three Euro-Dollar Business Days after the giving of such notice and (y) shall notify the Borrower at least five Euro-Dollar Business Days prior to each date on
which interest is payable on the Euro-Dollar Loans of the amount then due it under this Section.

2.23Extension of the Termination Date.The Termination Date may be extended, in the manner set forth
in this Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written
notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of Borrower
in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively,
within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"). If a
Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount
of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination Date), have the
right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume
the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic
Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the
third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their
commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative
Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions
within such 60-day period or
(iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by
clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as
Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not
withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G duly
completed and signed by all of the parties hereto (other than non-consenting Lenders), the Termination Date shall be extended for the period set forth in this Section 2.23 and in the Extension
Agreement.

2.24Increased Commitments; Additional Lenders.



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ARTICLE IIICONDITIONS

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



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

3.02Effective Date.As conditions precedent to the Effective Date and the making of the initial Loans
hereunder, each of the following conditions shall have been satisfied (or waived in accordance with Section 9.04) not sooner than November 28, 2000:



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ARTICLE IVREPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

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

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

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

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4.04Financial Information.



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

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

4.07Taxes.The United States federal income tax returns of the Borrower and its Subsidiaries have been
filed through the fiscal year ended December 31, 1999. The Borrower and its Significant Subsidiaries have filed all United States federal income tax returns and all other material tax returns which
are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any Subsidiary of the Borrower. The charges, accruals
and reserves on the books of the Borrower and its Significant Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.

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

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

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

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

ARTICLE VCOVENANTS

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

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



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5.02Maintenance of Property; Insurance.

(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,

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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.

5.03Conduct of Business and Maintenance of Existence.The Borrower will continue, and will cause each
Significant Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower and its Significant Subsidiaries, and will preserve, renew and keep in full force
and effect, and will cause each Subsidiary of the Borrower to preserve, renew and keep in full force and effect
their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall
prohibit (i) the merger of a Subsidiary of the Borrower into the Borrower or the merger or the consolidation of a Subsidiary of the Borrower with or into another Person if the corporation surviving
such consolidation or merger is a Subsidiary of the Borrower and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the
corporate existence of any Subsidiary of the Borrower if the Borrower in good faith determines that such termination is in the best interest of the Borrower and is not materially disadvantageous to
the Lenders.

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

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

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



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

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

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

Fiscal Quarters Ending

Maximum RatioDecember 31, 2000

5.00:1.00March 31, 2001 through and including March 31, 2002

4.75:1.00Thereafter

4.50:1.00
.


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

ARTICLE VIDEFAULTS

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



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

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

ARTICLE VIITHE ADMINISTRATIVE AGENT

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

7.02Administrative Agent and Affiliates.Bank of America shall have the same rights and powers under
this Agreement as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent, and Bank of America and its affiliates may accept

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deposits from, lend money to, and generally engage in any kind of business with, the Borrower or any Subsidiary or affiliate of the Borrower as if it were not the Administrative Agent hereunder.

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

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

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

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

7.07Credit Decision.Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent, the Lead Arranger or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Lead Arranger or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement.

7.08Successor Agent.The Administrative Agent may resign at any time subject to the appointment of a
successor Administrative Agent by giving notice to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor 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

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organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder
as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent.

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

ARTICLE VIIICHANGE IN CIRCUMSTANCES

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



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

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

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Concurrently with prepaying each such Euro-Dollar Loan, the Borrower shall borrow a Base Rate Loan in an equal principal amount from such Lender (on which interest and principal shall be payable
contemporaneously with the related Euro-Dollar Loans of the other Lenders), and such Lender shall make such a Base Rate Loan.

8.03Increased Cost and Reduced Return.

(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:



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

(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 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

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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.

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



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ARTICLE IX    MISCELLANEOUS

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

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

9.03Expenses; Documentary Taxes; Indemnification.



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9.04Amendments and Waivers.No amendment or waiver of the terms of this Agreement or the other Loan
Documents shall be made or be effective unless such amendment or waiver is in writing and is signed by the Borrower and the Required Lenders (and, if the rights or duties of the Administrative Agent
are affected thereby, by the Administrative Agent); provided that no such amendment or waiver shall, unless signed by all the Lenders, (i) except as set forth in Section 2.24 increase or decrease the
amount of the Commitment of any Lender (except for a ratable decrease in the Commitments of all Lenders) or subject any Lender to any additional obligation, (ii) reduce the principal of or rate of
interest on any Loan or any fees hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or interest thereon or any fees hereunder, or the Termination Date,
(iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes, or the percentage of Lenders, which shall be required for the Lenders or any of them to take any
action under this Section or any other provision of this Agreement or (v) render more restrictive the ability of any Lender to assign or grant participations in its Commitment under Section 9.05.

9.05Successors and Assigns.



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

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proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

9.07Counterparts; Integration.This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

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

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

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

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

| |  | HILTON HOTELS CORPORATION                                                                                                                                                                                    
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                          
| |  | Name:                                                                                                                                                                                                        
| |  | Title:                                                                                                                                                                                                       
| |  | Address for Notices:                                                                                                                                                                                         
| |  | Mariel C. Albrecht,
Senior Vice President and Treasurer
Hilton Hotels Corporation
World Headquarters
9336 Civic Center Drive
Beverly Hills, California 90210
Telecopier: 310/205-7867
Telephone: 310/205-7687

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| |  | 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

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| |  | ARAB BANK PLC
| |  | -------------
| |  | By:          
| |  | Title:       
| |  | By:          
| |  | Title:       

S-2

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

S-3

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

S-4

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

S-5

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

S-6

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

S-7

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| |  | THE DAI-ICHI KANGYO BANK, LTD.
| |  | ------------------------------
| |  | By:                           
| |  | Title:                        

S-8

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

S-9

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

S-10

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

S-11

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| |  | THE INDUSTRIAL BANK OF JAPAN, LIMITED
| |  | -------------------------------------
| |  | By:                                  
| |  | Title:                               

S-12

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

S-13

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| |  | LASALLE BANK N.A.
| |  | -----------------
| |  | By:              
| |  | Title:           

S-14

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| |  | MALAYAN BANKING BERHAD, NEW YORK BRANCH
| |  | ---------------------------------------
| |  | By:                                    
| |  | Title:                                 

S-15

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| |  | THE MITSUBISHI TRUST AND BANKING CORPORATION, LOS ANGELES AGENCY
| |  | ----------------------------------------------------------------
| |  | By:                                                             
| |  | Title:                                                          

S-16

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

S-17

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| |  | SOCIÉTÉ GÉNÉRALE
| |  | ----------------
| |  | By:             
| |  | Title:          

S-18

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

S-19

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

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

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| |  | WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  | Title:                                               
| |  | By:                                                  
| |  | Title:                                               

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| |  | MORGAN GUARANTY TRUST COMPANY
| |  | -----------------------------
| |  | By:                          
| |  | Title:                       

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