EXHIBIT 99.06
FIRST AMENDMENT TO SHORT TERM CREDIT AGREEMENT
This FIRST AMENDMENT TO SHORT TERM CREDIT AGREEMENT is dated as of
September 15, 2000 ("Amendment") and is entered into with reference to the
SHORT TERM 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.
The Borrower and the Administrative Agent (acting with the consent of the
Required Lenders) agree to amend the Credit Agreement as follows:
1. SECTION 5.06(h) - NEGATIVE PLEDGE. Section 5.06(h) of the Credit
Agreement is amended to read in its entirety as follows:
(h) Liens not otherwise permitted by the foregoing clauses of this
Section which secure indebtedness in an aggregate principal
amount which is not in excess of 10% of Consolidated Net
Tangible Assets (determined as of the most recent date for which
Borrower has delivered its financial statements under Section
5.01(b) or Section 5.01(c), as applicable), and encumbering
assets which have a value, as determined by the board of
directors of the Borrower in connection with the incurrence of
each such Lien, which the board of directors of Borrower
determines is reasonably related to the amount of the
indebtedness secured thereby.
2. CONDITION PRECEDENT. The effectiveness of this Amendment shall
be conditioned upon the receipt by the Administrative Agent of written consents
to the execution and delivery of this Amendment from the Required Lenders.
3. REPRESENTATION AND WARRANTY. Borrower represents and warrants to
the Administrative Agent and the Lenders that no Default or Event of Default has
occurred and remains continuing.
4. CONFIRMATION. In all other respects, the terms of the Credit
Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
HILTON HOTELS CORPORATION
By:
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
and Treasurer
BANK OF AMERICA, N.A., as Administrative Agent
By:
--------------------------------------
Xxxxxx Xxxxxxx, Vice President
CONSENT OF LENDER
Reference is hereby made to that certain SHORT TERM 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
FIRST AMENDMENT TO SHORT TERM 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: _____________, 2000
--------------------------------------
[Name of Institution]
By:
--------------------------------------
--------------------------------------
[Printed Name and Title]
