0000912057-02-012688 Sample Contracts

SHORT TERM CREDIT AGREEMENT dated as of November 27, 2001 among HILTON HOTELS CORPORATION The Lenders and Syndication Agents Referred to Herein and BANK OF AMERICA, N.A., as Administrative Agent
Term Credit Agreement • March 29th, 2002 • Hilton Hotels Corp • Hotels & motels • New York

SHORT TERM CREDIT AGREEMENT dated as of November 27, 2001, among HILTON HOTELS CORPORATION ("Borrower"), the Lenders who are parties hereto from time to time, WACHOVIA BANK, N.A., FIRST UNION NATIONAL BANK, THE BANK OF NEW YORK 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 Arranger and sole book manager of the credit facilities described herein. The parties hereto agree as follows:

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SETTLEMENT AGREEMENT AND RELEASE
Confidential Settlement Agreement and Release • March 29th, 2002 • Hilton Hotels Corp • Hotels & motels • Tennessee

This SETTLEMENT AGREEMENT AND RELEASE is entered into as of February 22, 2001 by and among Thomas L. Keltner ("Keltner"), Promus Hotel Corporation ("Promus") and Hilton Hotels Corporation ("Hilton").

SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT
Credit Agreement • March 29th, 2002 • Hilton Hotels Corp • Hotels & motels

This SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT is dated as of November 8, 2001 ("Amendment") and is entered into with reference to the FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION ("Borrower"), THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 29th, 2002 • Hilton Hotels Corp • Hotels & motels

This First Amendment to Change of Control Agreement (this "Amendment") is made and entered into as of November 14, 2001, by and between Hilton Hotels Corporation, a Delaware corporation (the "Company"), and (the "Employee").

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2002 • Hilton Hotels Corp • Hotels & motels

This First Amendment to Employment Agreement (this "Amendment") is made and entered into as of November 14, 2001, by and between Hilton Hotels Corporation, a Delaware corporation (the "Company"), and Stephen F. Bollenbach (the "Executive").

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