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EXHIBIT 99.05
FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT
This FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT is dated as of September
15, 2000 ("Amendment") and is entered into with reference to the FIVE YEAR
CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among
HILTON HOTELS CORPORATION ("Borrower"), THE BANK OF NOVA SCOTIA, FIRST UNION
NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are
parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Credit Agreement.
The Borrower and the Administrative Agent (acting with the consent of the
Required Lenders) agree to amend the Credit Agreement as follows:
1. SECTION 5.06(h) - NEGATIVE PLEDGE. Section 5.06(h) of the Credit
Agreement is amended to read in its entirety as follows:
(h) Liens not otherwise permitted by the foregoing clauses of this
Section which secure indebtedness in an aggregate principal
amount which is not in excess of 10% of Consolidated Net Tangible
Assets (determined as of the most recent date for which Borrower
has delivered its financial statements under Section 5.01(b) or
Section 5.01(c), as applicable), and encumbering assets which
have a value, as determined by the board of directors of the
Borrower in connection with the incurrence of each such Lien,
which the board of directors of Borrower determines is reasonably
related to the amount of the indebtedness secured thereby.
2. CONDITION PRECEDENT. The effectiveness of this Amendment shall be
conditioned upon the receipt by the Administrative Agent of written consents to
the execution and delivery of this Amendment from the Required Lenders.
3. REPRESENTATION AND WARRANTY. Borrower represents and warrants to the
Administrative Agent and the Lenders that no Default or Event of Default has
occurred and remains continuing.
4. CONFIRMATION. In all other respects, the terms of the Credit Agreement
and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
HILTON HOTELS CORPORATION
By:
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Name: Mariel C. Albrecht
Title: Senior Vice President and Treasurer
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BANK OF AMERICA, N.A., as Administrative
Agent
By:
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Janice Hammond, Vice President
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CONSENT OF LENDER
Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated
as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS
CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA
BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF
AMERICA, N.A., as Administrative Agent.
The undersigned Lender hereby consents to the execution and delivery of the
FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its
behalf, substantially in the form of the most recent draft thereof presented to
the undersigned Lender.
Dated: , 2000
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[Name of Institution]
By:
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[Printed Name and Title]
