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HILTON HOTELS CORPORATION
7.375% Senior Notes due 2002
and
7% Senior Notes due 2004
FIRST SUPPLEMENTAL INDENTURE
to
Indenture dated as of April 15, 1997
BY AND AMONG HILTON HOTELS CORPORATION,
PARK PLACE ENTERTAINMENT CORPORATION AND
BNY WESTERN TRUST COMPANY, TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (the "Supplemental Indenture') to
the Indenture dated as of April 15, 1997 (the "Indenture") between Hilton Hotels
Corporation, a Delaware corporation ("Hilton") and BNY Western Trust Company, as
Trustee (the "Trustee"), is entered into this 31st day of December, 1998, by and
among Hilton, the Trustee and Hilton's indirect wholly-owned subsidiary, Park
Place Entertainment Corporation, a Delaware corporation ("Park Place").
WHEREAS, pursuant to the Indenture, Hilton may issue debt securities
in one or more series from time to time;
WHEREAS, Hilton has outstanding $300 million aggregate principal
amount of 7.375% Senior Notes due 2002 (the "2002 Notes"), issued pursuant to
the Indenture, as supplemented by terms established pursuant to a Board
Resolution (as defined in the Indenture) adopted on May 28, 1997 and set forth
in an Officer's Certificate (the "2002 Officer's Certificate" and, together with
the Indenture, the "2002 Indenture"), and $325 million aggregate principal
amount of 7% Senior Notes due 2004 (the "2004 Notes" and, together with the 2002
Notes, the "Notes"), issued pursuant to the Indenture, as supplemented by terms
established pursuant to a Board Resolution adopted on July 17, 1998 and set
forth in an Officer's Certificate (the "2004 Officer's Certificate" and,
together with the Indenture, the "2004 Indenture") (the 2002 Indenture and the
2004 Indenture being referred to collectively herein as the "Indentures");
WHEREAS, Hilton plans to declare a special dividend consisting of the
distribution (the "Distribution") to holders of its outstanding shares of common
stock, par value $2.50 per share, on a one-for-one basis, of all the outstanding
shares of common stock, par value $.01 per share, of Park Place;
WHEREAS, in connection with the Distribution, Hilton and Park Place
have entered into a Debt Assumption Agreement of even date herewith (the "Park
Place Debt Assumption Agreement"), pursuant to which Hilton and Park Place have
agreed, among other things, to effect certain amendments to the Indentures that
do not adversely affect the rights of Holders (as defined in the Indentures) of
Notes;
WHEREAS, pursuant to Sections 11.01(2) and (11) of the Indenture,
Hilton and the Trustee may enter into a supplemental indenture without the
consent of any Holder of Notes to add to the covenants of the Company or to make
any change that does not adversely affect the interests of the Holders of Notes
in any material respect;
WHEREAS, pursuant to the Park Place Debt Assumption Agreement, Park
Place has agreed to assume the payment obligations under the Notes (but not
obligations under any other debt securities issued or to be issued pursuant to
the Indentures);
NOW THEREFORE, pursuant to Section 11.01 of the Indentures, the
parties hereby amend the Indentures, but only with respect to the Notes, as
follows:
SECTION 1. CAPITALIZED TERMS.
All capitalized terms used herein, and not defined herein, shall have
the meanings ascribed to them in the Indentures.
SECTION 2. DEFINITIONS.
(a) The following defined terms shall be added to Section 1.01 of the
Indentures:
1.01 of the Indentures:
"PARK PLACE" means Park Place Entertainment Corporation, a Delaware
corporation.
"2002 NOTES" has the meaning set forth in the recitals.
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"2004 NOTES" has the meaning set forth in the recitals.
"2002 INDENTURE" has the meaning set forth in the recitals.
"2004 INDENTURE" has the meaning set forth in the recitals.
"INDENTURES" has the meaning set forth in the recitals.
"DISTRIBUTION" has the meaning set forth in the recitals.
"PARK PLACE DEBT ASSUMPTION AGREEMENT" has the meaning set forth in
the recitals.
"PARK PLACE PAYMENT OBLIGATIONS" has the meaning set forth in
Section 3.
SECTION 3. PARK PLACE COVENANTS.
A new Article 12A regarding additional covenants of Park Place and
Hilton shall be added to the Indentures with respect to the Notes immediately
following Article 12 of the Indenture, as follows:
"ARTICLE TWELVE A
ADDITIONAL COVENANTS
Section 12A.01. PARK PLACE PAYMENT OBLIGATIONS.
Park Place assumes responsibility for, and agrees to pay, one
hundred percent (100%) of the amount of each payment required to be made by
Hilton to Holders of Notes pursuant to the terms of the Indentures and the
Notes with respect to the principal of (and premium, if any) and interest
on the Notes (the "Park Place Payment Obligations").
Section 12A.02. HILTON OBLIGATIONS.
Notwithstanding the foregoing assumption by Park Place, Hilton
retains responsibility for all of its obligations under the Indentures and
the Notes including,
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without limitation, the obligation to make payment of the Park Place
Payment Obligations in the event Park Place fails to make any such
payments in accordance with Section 12A.01. The assumption by Park
Place of the Park Place Payment Obligations shall not limit or affect
the rights of the Trustee or the Holders of Notes under Article 5 of the
Indentures to take action against Hilton if an Event of Default occurs
under the Indentures.
Section 12A.03. MANNER OF PAYMENT.
Park Place shall satisfy the Park Place Payment Obligations on
the dates and in the manner provided in the Indentures with respect to
Hilton's payment obligations under the Notes.
Section 12A.04. COMPENSATION AND REIMBURSEMENT.
The obligations of Hilton under Section 6.07 of the Indenture
shall apply to Park Place with the same force and effect as such
obligations apply to Hilton with respect to the administration of the
Indentures with respect to the Notes (provided that Park Place's
obligations under this Section 12A.04 shall not include indemnity payments
solely attributable to a breach or alleged breach by Hilton of its
obligations under the Indentures, which payments shall be the sole
responsibility of Hilton)."
SECTION 4. DEFAULTS AND REMEDIES AGAINST PARK PLACE.
A new Article 5A regarding remedies against Park Place shall be added
immediately following Article 5 of the Indenture as follows:
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"ARTICLE 5A
REMEDIES AGAINST PARK PLACE
Section 5A.01. LIMITATION ON ACTION. The rights to and
limitations on action against Hilton set forth in Article 5 shall also apply to
any action against Park Place for the enforcement of the Park Place Payment
Obligations; without limiting the generality of the foregoing, the Trustee shall
be permitted to pursue a remedy against Park Place for collection of the Park
Place Payment Obligations only under such circumstances as would enable the
Trustee under Article 5 to pursue such remedy against Hilton."
SECTION 5. MISCELLANEOUS. A new Article 1A shall be added
immediately following Article 1 of the Indenture as follows:
"ARTICLE 1A
MISCELLANEOUS PROVISIONS APPLICABLE
TO PARK PLACE
Section 1A.01 TIA COMPLIANCE. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Supplemental Indenture
by the TIA, the required provision shall control.
Section 1A.02. NOTICES. Copies of any notice that Hilton
delivers to, or receives from, the Paying Agent, the Registrar, the
Trustee, or the Holders of Notes pursuant to the terms of the Indentures
shall, promptly after such notice is delivered or received, be delivered by
Hilton to Park Place. Copies of any notice that the Trustee is required to
deliver to Hilton under the Indentures shall, at the time such notice is
delivered to Hilton, be delivered to Park Place.
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Any notice or communication to Park Place shall be delivered to
Park Place in the manner set forth in Section 1.04 of the Indentures. Park
Place's address for any such notice or communication shall be as follows:
Park Place Entertainment Corporation
3930 Howard Hughes Parkway, 4th Floor
Las Vegas, NV 89109
Attn: General Counsel
Telecopy: (702) 699-5179
Section 1A.03. NON-IMPAIRMENT. Nothing in this Supplemental
Indenture shall impair the rights of the Trustee (including, without
limitation, the rights of the Trustee under Section 6.07 of the Indentures)
or Holders of Notes and the obligations of Hilton as such rights and
obligations existed prior to the execution and delivery hereof.
Section 1A.04. SUCCESSORS AND ASSIGNS OF PARK PLACE. All
covenants and agreements in this Supplemental Indenture shall bind Park
Place's successors and assigns and inure to the benefit of its successors
and assigns, whether so expressed or not."
SECTION 6. GOVERNING LAW. This Supplemental Indenture shall be
governed and construed in accordance with the laws of the State of New York
without regard to any applicable conflicts of law, including all matters of
construction, validity and performance.
SECTION 7. COUNTERPARTS. This instrument may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any of the parties hereto may execute this instrument by
signing such counterpart.
SECTION 8. EFFECTIVENESS. This Supplemental Indenture is effective
as of the date first written above.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Supplemental Indenture on behalf of the respective parties hereto
as of the date first written above.
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
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Its: Executive Vice President and Chief
Financial Officer
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PARK PLACE ENTERTAINMENT CORPORATION
By: /s/ Scott A. LaPorta
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Its: Executive Vice President and Chief
Financial Officer
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BNY WESTERN TRUST COMPANY, as trustee
By: /s/ Bill Chambers
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Its: ASSISTANT VICE PRESIDENT
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