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                                                                   Exhibit 10.45
                THIRD AMENDMENT TO TRANCHE B CREDIT AGREEMENT

      THIS THIRD AMENDMENT dated as of November 5, 1996 (the "Third Amendment")
is to that Tranche B Credit Agreement dated as of June 7, 1995 as amended by
that First Amendment to Tranche B Credit Agreement dated as of June 30, 1995 and
as further amended by that Second Amendment to Tranche B Credit Agreement dated
as of May 15, 1996 (the "Credit Agreement"; capitalized terms used but not
otherwise defined herein shall have the meanings provided in the Credit
Agreement) by and among EMBASSY SUITES, INC., a Delaware corporation as the
initial Borrower, and PROMUS HOTELS, INC., a Delaware corporation, as assignee
and subsequent Borrower (the applicable Borrower hereunder being referred to as
the "Borrower"), THE PROMUS COMPANIES INCORPORATED, a Delaware corporation as an
initial guarantor, and PROMUS HOTEL CORPORATION, a Delaware corporation as a
guarantor and those certain Subsidiaries and related parties identified as
"Guarantors" on the signature pages thereto as listed on the signature pages
hereto, the several lenders identified on the signature pages thereto as listed
on the signature pages hereto (each a "Lender" and collectively, the "Lenders")
and NATIONSBANK, N.A., a national banking association formerly known as
NationsBank, N.A. (Carolinas), as agent for the Lenders (in such capacity, the
"Agent").

                              W I T N E S S E T H :

      WHEREAS, the Lenders have executed a $50,000,000 364-day revolving credit
facility pursuant to the terms of the Credit Agreement;

      WHEREAS, the Borrower has requested the modification of certain
provisions of the Credit Agreement;

      WHEREAS, the Lenders have agreed to the requested modifications on the
terms and conditions set forth herein;

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

      A. The Credit Agreement is amended and modified in the following respects:

            1. The definition of "Applicable Percentage" in Section 1.1 is
      hereby amended and restated in its entirety to read as follows:

                  "Applicable Percentage" means, for any day, the rate per annum
            set forth below opposite the applicable Level Period then in effect,
            it being understood that the Applicable Percentage for (i) Base Rate
            Loans shall be the percentage set forth under the column "Base Rate
            Margin", (ii) Eurodollar Loans shall be the percentage set forth
            under the column "Eurodollar Margin", and (iii) the 
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            Commitment Fee shall be the percentage set forth under the
            column "Commitment Fee":

                  Level     Base Rate   Eurodollar  Commitment
                 Period       Margin      Margin        Fee
                 ------       ------      ------        ---

                 Level I        0%         .245%        .08%
                 Period

                Level II        0%         .295%       .105%
                 Period

                Level III       0%         .35%        .125%
                 Period

                Level IV        0%         .50%         .20%
                 Period

                 Level V        0%        .6875%      .3125%
                 Period

            In the event the applicable Level Period is determined by reference
            to clause (i) of the definitions of "Level I Period", "Level II
            Period", "Level III Period", "Level IV Period" and "Level V Period",
            the Applicable Percentage shall be adjusted for all purposes as soon
            as reasonably practicable, but in no event later than 5 days, after
            the date of receipt by the Agent of notice of a change in the
            applicable debt rating. In the event the applicable Level Period is
            determined by reference to clause (ii) of the definitions of "Level
            I Period", "Level II Period", "Level III Period", "Level IV Period"
            and "Level V Period", the Applicable Percentage shall be adjusted
            for all purposes quarterly as soon as reasonably practicable, but
            not later than 5 days, after the date of receipt by the Agent of the
            quarterly financial information in accordance with the provisions of
            Section 7.1(b) together with a calculation by the Borrower of the
            Leverage Ratio for the period ending on the last day of the most
            recent fiscal quarter.

            2. The definition of "Consolidated Fixed Charges" in Section 1.1 of
      the Credit Agreement is amended and restated to read as follows:

                  "Consolidated Fixed Charges" means, for any period, without
            duplication, the sum of (i) all Rentals (other than Rentals on
            Capitalized Leases) payable during such period, (ii) the cash
            portion of Consolidated Interest Expense during such period and
            (iii) the cash payment portion of current maturities of Funded Debt,
            in each case for the Parent Company and its Subsidiaries on a
            consolidated basis determined in accordance with GAAP. For the
            portion of any such period which is prior to the Closing Date,
            Consolidated Fixed Charges shall be calculated with respect to Hotel
            Inc. Business.

            3. The definition of "Level IV Period" in Section 1.1 of the Credit
      Agreement is amended and restated to read as follows:


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                  "Level IV Period" means a period during which none of a Level
            I Period, a Level II Period nor a Level III Period shall exist and
            (i) the Parent Company and its consolidated Subsidiaries have an
            actual or implied senior unsecured long-term debt rating (without
            third party credit enhancement) of "BB+" or better by S&P or "Bal"
            or better by Moody's, or (ii) the Leverage Ratio for the period of
            four consecutive fiscal quarters ending on the last day of the most
            recent fiscal quarter shall be less than 2.50:1.0 but greater than
            or equal to 2.25:1.0.

            4. The definition of "Level V Period" in Section 1.1 of the Credit
      Agreement is amended and restated to read as follows:

                  "Level V Period" means a period during which none of a Level I
            Period, a Level II Period, a Level III Period nor a Level IV Period
            shall exist and (i) the Parent Company and its consolidated
            Subsidiaries have an actual or implied senior unsecured long-term
            debt rating (without third party credit enhancement) of "BB" or
            worse by S&P or "Ba2" or worse by Moody's, or (ii) the Leverage
            Ratio for the period of four consecutive fiscal quarters ending on
            the last day of the most recent fiscal quarter shall be greater than
            or equal to 2.50:1.0.

            5. Section 7.11(a) of the Credit Agreement entitled "Consolidated
      Net Worth" is hereby amended and restated to read as follows:

                        "(a) Consolidated Net Worth. There shall be maintained
                  at all times, determined at the end of each fiscal quarter,
                  Consolidated Net Worth of at least $125,000,000; provided,
                  however, that the minimum Consolidated Net Worth required
                  hereunder shall be increased by (i)(A) on the last day of each
                  fiscal quarter to occur from the Closing Date until September
                  30, 1996, an amount equal to 50% of Consolidated Net Income
                  for the fiscal quarter then ended (or if Consolidated Net
                  Income is a deficit, then zero), (B) on the last day of the
                  fiscal quarter ending December 31, 1996, an amount equal to
                  25% of Consolidated Net Income for the fiscal quarter then
                  ended (or if Consolidated Net Income is a deficit, then zero)
                  and (C) on the last day of each fiscal year occurring
                  thereafter, an amount equal to 25% of Consolidated Net Income
                  for the fiscal year then ended (or if Consolidated Net Income
                  is a deficit, then zero) and (ii) immediately upon receipt,
                  100% of the net proceeds received by the Borrower or any
                  Subsidiary pursuant to any Equity Transaction occurring after
                  the Closing Date."

            6. Section 7.11(b) of the Credit Agreement entitled "Leverage Ratio"
      is hereby amended and restated to read as follows:


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                  "(b)  Leverage Ratio.  The Leverage Ratio, as determined at
            the end of each fiscal quarter for the four consecutive fiscal
            quarter period then ended, shall not at any time exceed:

                        Period Ending
                        -------------

            Closing Date through the last day
              of fiscal year 1995                                 3.5:1.0

            First day of fiscal year 1996 through
              last day of fiscal year 1996                        3.25:1.0

            First day of fiscal year 1997 and
              thereafter                                          2.5:1.0"

            7. Section 7.12 is hereby deleted in its entirety.

            8. A new subsection (r) is hereby added to Section 8.1 to read as
      follows:

                  "(r) other unsecured Indebtedness of the Borrower in an
                  aggregate amount of up to $300,000,000 provided that such
                  Indebtedness has a maturity later than the Termination Date."

      B. In connection with the execution and delivery of this Amendment,
Hampton Inns, Inc. and Embassy Equity Development Corporation (each a "Released
Guarantor", and collectively the "Released Guarantors") are hereby released from
all of their respective obligations and liabilities as Guarantors pursuant to
Section 4 of the Credit Agreement. Each Guarantor, other than the Released
Guarantors, shall remain liable pursuant to Section 4 and by its execution and
delivery of this Amendment, such Guarantor acknowledges and consents to all of
the terms and conditions of this Third Amendment and agrees that this Third
Amendment does not operate to reduce or discharge the Guarantor's obligations
under the Credit Agreement or the other Credit Documents. Each Guarantor, other
than the Released Guarantors, acknowledges and agrees that each such Guarantor
shall have no claims, counterclaims, offsets, credits or defenses to the Credit
Documents and the performance of the Guarantors' obligations thereunder or if
such Guarantor, other than the Released Guarantors, has any such claims,
counterclaims, offsets, credits or defenses to the Credit Documents or any
transaction related to the Credit Documents, the same are hereby waived,
relinquished and released in consideration of the Lenders' execution and
delivery of this Third Amendment.

      C. The Borrower and the Guarantors hereby certify that as of the date
hereof:

                  (i) the representations and warranties set forth in Section 6
            of the Credit Agreement are true and correct in all material
            respects (except for those which expressly relate to an earlier
            date); and


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                  (ii) no Default or Event of Default exists and is continuing
            either prior to or after giving effect to this Third Amendment.

      D. Except as modified hereby, all of the terms and provisions of the
Credit Agreement (and schedules) remain in full force and effect.

      E. This Amendment shall be effective upon the execution of this Amendment
by the Borrower, the Guarantors and the Lenders and the payment by the Borrower
of the fees payable in connection herewith.

      F. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Third Amendment,
including without limitation the reasonable fees and expenses of Moore & Van
Allen, PLLC.

      G. This Third Amendment may be executed in any number of counterparts,
each of which when executed and delivered shall be deemed to be an original and
it shall not be necessary in making proof of this Third Amendment to produce or
account for more than one such counterpart.

      H. This Third Amendment and the Credit Agreement, as amended hereby, shall
be deemed to be contracts made under, and for all purposes be construed in
accordance with the laws of the State of North Carolina.



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        IN WITNESS WHEREOF, each of the parties hereto has caused this Third
    Amendment to be duly executed and delivered as of the date first above
                                    written.


BORROWER:
                         PROMUS HOTELS, INC.,
                         a Delaware corporation


                         By____________________________
                               Carol G. Champion,
                               Vice President


GUARANTOR:               PROMUS HOTEL CORPORATION,
                         a Delaware corporation


                         By____________________________
                               Carol G. Champion,
                               Vice President


LENDERS:                 NATIONSBANK, N.A., a national banking
                         association formerly known as
                         NationsBank, N.A. (Carolinas),
                         individually in its capacity as a
                         Lender and in its capacity as Agent


                         By_____________________________

                         Title__________________________


                         THE BANK OF NEW YORK

                         By_____________________________

                         Title__________________________


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                         THE BANK OF NOVA SCOTIA

                         By_____________________________

                         Title__________________________


                         CIBC INC.

                         By_____________________________

                         Title__________________________


                         THE SUMITOMO BANK, LIMITED, ATLANTA AGENCY

                         By_____________________________

                         Title__________________________


                         FIRST UNION NATIONAL BANK OF
                         NORTH CAROLINA

                         By_____________________________

                         Title__________________________


                         LTCB TRUST COMPANY

                         By_____________________________

                         Title__________________________


                         THE NIPPON CREDIT BANK, LTD. -
                          LOS ANGELES AGENCY

                         By_____________________________

                         Title__________________________


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                         SOCIETE GENERALE, SOUTHWEST AGENCY

                         By_____________________________

                         Title__________________________


                         CREDIT LYONNAIS, NEW YORK BRANCH

                         By_____________________________

                         Title__________________________


                         FIRST AMERICAN NATIONAL BANK

                         By_____________________________

                         Title__________________________


                         FIRST NATIONAL BANK OF COMMERCE

                         By_____________________________

                         Title__________________________


                         FIRST TENNESSEE BANK, NATIONAL ASSOCIATION

                         By_____________________________

                         Title__________________________


                         THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                          ATLANTA AGENCY

                         By_____________________________

                         Title__________________________


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                         U.S. NATIONAL BANK OF OREGON

                         By_____________________________

                         Title__________________________


                         SUNTRUST BANK


                         By_____________________________

                         Title__________________________


                         WACHOVIA BANK OF GEORGIA, N.A.

                         By_____________________________

                         Title__________________________