EXHIBIT 4.7
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of December 3, 1998 to the Credit Agreement dated as of
October 18, 1996 (the "CREDIT AGREEMENT") among HILTON HOTELS CORPORATION (the
"BORROWER"), the BANKS party thereto (the "BANKS"), MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Documentation Agent (the "DOCUMENTATION AGENT") and THE
BANK OF NEW YORK, as Administrative Agent (the "ADMINISTRATIVE AGENT").
WITNESSETH:
WHEREAS, the Borrower proposes to distribute to its stockholders the
stock of Park Place Entertainment Corporation, a Subsidiary formed to hold the
Borrower's Gaming Segment; and
WHEREAS, in connection therewith, the parties hereto desire to make
certain modifications to the Credit Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. COVENANT AMENDMENTS. (a) The following new defined terms are
added to Section 1.01 in appropriate alphabetical order:
"PARK PLACE" means Park Place Entertainment Corporation, a Delaware
corporation, and, immediately prior to the Spin-Off, a Subsidiary holding
the assets of the Borrower's Gaming Segment.
"PPE ASSUMED NOTES" means the Borrower's $300,000,000 7.375% Notes Due
2002 and $325,000,000 7.00% Notes Due 2004.
"SPIN-OFF" means (A) the transfer to Park Place of all or
substantially all of the assets of the Borrower and its Subsidiaries
comprising the Borrower's Gaming Segment and (B) the distribution by the
Borrower to its stockholders of all capital stock of Park Place held by the
Borrower.
(b) Paragraph (1) of the definition of Interest Period in Section 1.01 is
amended by the addition of "1 week or" immediately before the words "1, 2, 3 or
6 months thereafter".
(c) The maximum Leverage Ratio in Section 5.09 is changed from "4:1" to
"4.5:1".
(d) The definition of Consolidated Debt in Section 5.09 is amended by the
addition of the following proviso:
; PROVIDED that Consolidated Debt shall exclude: (A) the PPE Assumed Notes
on the conditions that (i) such Debt shall have been assumed by Park Place
on terms such that as between the Borrower and Park Place, Park Place is
obligated to make payments of principal and interest on such Debt, and to
reimburse the Borrower for any such payment made by the Borrower and (ii)
the Spin-Off shall have occurred, and (B) Debt of the Borrower or a
Subsidiary as to which a sum of cash and cash equivalents sufficient to
provide for payment in full of such Debt at its scheduled maturity or at an
earlier date at which it shall have been called for redemption shall have
been irrevocably deposited in trust for the benefit of the holders of such
Debt or a representative of such holders so as to result in legal or
in-substance defeasance thereof; PROVIDED, FURTHER, that, notwithstanding
clause (A) in the foregoing proviso, if Park Place fails to pay when due
any principal of or interest on or any other amount with respect to the PPE
Assumed Notes or reimburse the Borrower for payment thereof, and such
failure is continuing, on and after the 90th day after such payment default
first occurs any of the PPE Assumed Notes then outstanding shall be
included in Consolidated Debt, unless such Debt then would be excluded
therefrom pursuant to clause (B) in the foregoing proviso.
(e) The definition of Consolidated EBITDA in Section 5.09 is amended by the
addition of the following proviso:
; PROVIDED that Consolidated EBITDA for any period shall be adjusted on a
pro forma basis (i) to include (or exclude) amounts attributable to hotel
operations acquired (or sold or otherwise discontinued) during such period
as if such acquisition (or disposition) had occurred on the first day of
such period and (ii) to include amounts (annualized on a simple arithmetic
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basis) attributable to hotel projects which commenced operations during
such period and were in operation for at least one full fiscal quarter
during such period; PROVIDED, FURTHER, that, for purposes of determining
Consolidated EBITDA for any period, Consolidated Net Income shall exclude
any interest income attributable to the assumption or payment by Park Place
of the PPE Assumed Notes.
(f) The parties agree that the Spin-Off does not give rise to a Default
under Section 5.03 or Section 5.07.
SECTION 3. PRICING INCREASE. The table appearing in Exhibit A hereto is
substituted for the table appearing in the Pricing Schedule.
SECTION 4. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
SECTION 5. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 6. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 7. EFFECTIVENESS. This Amendment shall become effective as of the
date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the Documentation
Agent shall have received from each of the Borrower and the Required Banks a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Documentation Agent) that such party
has signed a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
----------------------------------
Name: Matthew J. Hart
Title: Executive Vice President &
Chief Financial Officer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Diana H. Imhof
----------------------------------
Name: Diana H. Imhof
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Lisa Y. Brown
----------------------------------
Name: Lisa Y. Brown
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: /s/ Michelle L. Hilse
----------------------------------
Name: Michelle L. Hilse
Title: Vice President
WELLS FARGO BANK
By: /s/ Timothy A. McDevitt
----------------------------------
Name: Timothy A. McDevitt
Title: Vice President
By: /s/ Donald A. Hartmann
----------------------------------
Name: Donald A. Hartmann
Title: Senior Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ M. Van Otterloo
----------------------------------
Name: M. Van Otterloo
Title: Senior Relationship Manager
BANKERS TRUST COMPANY
By: /s/ Alex Johnson
----------------------------------
Name: Alex Johnson
Title: Managing Director
CIBC INC.
By:
---------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Mary P. Daly
----------------------------------
Name: Mary P. Daly
Title: Vice President
DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: /s/ Stephan A. Wiedemann
----------------------------------
Name: Stephan A. Wiedemann
Title: Director
By: /s/ Hans-Josef Thiele
----------------------------------
Name: Hans-Josef Thiele
Title: Director
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FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By: /s/ John E. Reid
--------------------------
Name: John E. Reid
Title: Vice Presidnet
THE FUJI BANK, LIMITED, LOS
ANGELES AGENCY
By:
--------------------------
Name:
Title:
SOCIETE GENERALE
By: /s/ Alex Y. Kim
--------------------------
Name: Alex Y. Kim
Title: Vice President
DRESDNER BANK AG, NEW YORK
AND CAYMAN ISLAND BRANCHES
By: /s/ A. R. Morris
-----------------------------
Name: A. R. Morris
Title: First Vice President
By: /s/ B. Craig Erickson
--------------------------
Name: B. Craig Erickson
Title: Vice President
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By: /s/ Yasushi Satomi
--------------------------
Name: Yasushi Satomi
Title: Senior Vice President
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THE NORTHERN TRUST COMPANY
By: /s/ John E. Burda
------------------------------
Name: John E. Burda
Title: Second Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Gary W. Wessels
------------------------------
Name: Gary W. Wessels
Title: Vice President
THE SAKURA BANK LIMITED, LOS
ANGELES AGENCY
By: /s/ Masayuki Kobayashi
------------------------------
Name: Masayuki Kobayashi
Title: Joint General Manager
UNITED STATES NATIONAL BANK
OF OREGON
By: /s/ Dale Parshall
------------------------------
Name: Dale Parshall
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ J. Scott Jessup
------------------------------
Name: J. Scott Jessup
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Jessica S. Wright
------------------------------
Name: Jessica S. Wright
Title: Vice President
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Duncan M. Robertson
--------------------------
Name: Duncan M. Robertson
Title: Vice President
By: /s/ Lisa Walker
--------------------------
Name: Lisa Walker
Title: Vice President
BANK OF HAWAII
By: /s/ Robert M. Wheeler III
--------------------------
Name: Robert M. Wheeler III
Title: Vice President
CREDIT SUISSE
By: /s/ Chris T. Horgan
--------------------------
Name: Chris T. Horgan
Title: Vice President
By: /s/ Kristin Lepri
--------------------------
Name: Kristin Lepri
Title: Associate
THE DAI-ICHI KANGYO BANK, LTD
By:
--------------------------
Name:
Title:
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FIRST HAWAIIAN BANK
By: /s/ Travis Ruetenik
--------------------------
Name: Travis Ruetenik
Title: Corporate Banking Officer
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES AGENCY
By: /s/ Shunji Sato
---------------------------
Name: Shunji Sato
Title: Deputy General Manager
MELLON BANK, N.A.
By: /s/ L. C. Ivey
--------------------------
Name: L. C. Ivey
Title: Vice President
THE MITSUI TRUST & BANKING CO., INC.
By:
--------------------------
Name:
Title:
THE SANWA BANK, LIMITED,
LOS ANGELES BRANCH
By:
--------------------------
Name:
Title:
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THE TOYO TRUST & BANKING CO.,
LTD., LOS ANGELES AGENCY
By:
--------------------------
Name:
Title:
BANCA DI ROMA
By: /s/ Augusto Bianchi
--------------------------
Name: Augusto Bianchi
Title: 97911
By: /s/ Richard G. Dietz
--------------------------
Name: Richard G. Dietz
Title: 97271
BANQUE NATIONALE DE PARIS
By:
--------------------------
Name:
Title:
BANK ONE, LOUISIANA, NA
By: /s/ Louis Ballero
-----------------------------
Name: Louis Ballero
Title: Senior Vice President
FLEET BANK
By: /s/ John T. Harrison
--------------------------
Name: John T. Harrison
Title: Senior Vice President
HIBERNIA BANK
By: /s/ Christopher Pitre
--------------------------
Name: Christopher Pitre
Title: Vice President
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