Common use of Consent of Lender Clause in Contracts

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 SECOND 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: , 2001 First Tennessee Bank National Association [Name of Institution] By: /s/ XXXXX X. XXXXX, XX. Senior Vice President

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 SECOND 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: , 2001 First Tennessee Bank National Association [Name of Institution] By: /s/ XXXXX XXXXXX XXXXXXX Deputy President & Deputy CEO By: /s/ XXXXXX X. XXXXX, XX. Senior XXXXXX Vice President

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 SECOND 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: , 2001 First Tennessee Bank National Association CREDIT LYONNAIS NEW YORK BRANCH [Name of Institution] By: /s/ XXXXX XXXXXX X. XXXXX, XX. Senior XXXXXXXX First Vice President

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 SECOND 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: , 2001 First Tennessee Bank National Association XXXXX FARGO BANK, N.A. [Name of Institution] By: /s/ XXXX XXXXX X. XXXXX, XX. Senior Vice President

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 SECOND 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: , 2001 First Tennessee Bank National Association PNC BANK NATIONAL ASSOCIATION [Name of Institution] By: /s/ XXXXX XXXX X. XXXXX, XX. Senior XXXXXXX Vice President

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 SECOND 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: , 2001 First Tennessee Bank National Association WACHOVIA BANK, N.A. [Name of Institution] By: /s/ XXXXX XXXXXXX X. XXXXX, XX. Senior XXXXXX Vice President

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 SECOND 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: , 2001 First Tennessee Bank National Association KBC BANK, N.V. [Name of Institution] By: /s/ XXXXX X. XXXXX, XX. Senior XXXXXX XXXXXXXX First Vice President By: /s/ XXXX XXXXXX Vice President

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 SECOND 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: , 2001 First Tennessee Bank National Association TAIPEIBANK, NEW YORK AGENCY [Name of Institution] By: /s/ XXXXX X. XXXXX, XX. Senior XXXXXX XXXX Vice PresidentPresident & General Manager 33 QuickLinks

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 SECOND 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: , 2001 First Tennessee Bank National Association U. S. BANK NATIONAL ASSOCIATION [Name of Institution] By: /s/ XXXXX X. XXXXX, XX. Senior XXXX Vice President

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 SECOND 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: , 2001 First Tennessee Bank National Association THE NORTHERN TRUST COMPANY [Name of Institution] By: /s/ XXXXXX X. XXXXX X. XXXXX, XX. Senior Second Vice President