0001104659-03-024220 Sample Contracts

AGREEMENT
Agreement • October 30th, 2003 • Hilton Hotels Corp • Hotels & motels

In consideration of the election by the Compensation Committee of the Board of Directors pursuant to Section 5(g) of the 1996 Chief Executive Stock Incentive Plan to deliver to me, upon the exercise of options to purchase 6,000,000 shares, a combination of common stock and a cash amount to pay taxes with respect thereto, I hereby agree not to transfer any of the 725,484 shares of common stock (or any interest therein) I receive as a result of such exercise for as long as I remain the Chief Executive Officer of Hilton Hotels Corporation. I further agree that a restrictive legend may be placed on the stock certificate(s) representing such 725,484 shares, provided that such restrictive legend be removed when I cease to be the Chief Executive Officer of Hilton Hotels Corporation.

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FIVE YEAR CREDIT AGREEMENT dated as of August 29, 2003 among HILTON HOTELS CORPORATION The Lenders Referred to Herein, BANK OF AMERICA, N.A., as the Administrative Agent, THE BANK OF NEW YORK, as the Syndication Agent, WACHOVIA BANK, NATIONAL...
Five Year Credit Agreement • October 30th, 2003 • Hilton Hotels Corp • Hotels & motels • New York

FIVE YEAR CREDIT AGREEMENT dated as of August 29, 2003, among HILTON HOTELS CORPORATION (“Borrower”), the Lenders who are parties hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent, THE BANK OF NEW YORK, as Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION and BNP PARIBAS, as Co-Documentation Agents and THE BANK OF NOVA SCOTIA, CREDIT LYONNAIS NEW YORK BRANCH and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Senior Managing Agents. The parties hereto agree as follows:

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