EXHIBIT 99.04
AMENDMENT NO. 3 TO CREDIT AGREEMENT
(Hawaiian Village)
AMENDMENT No. 3 dated as of September 15, 2000 to the Credit Agreement
dated as of June 1, 1998 (as heretofore amended, the "CREDIT AGREEMENT") among
HILTON HAWAIIAN VILLAGE LLC (the "BORROWER"), HILTON HOTELS CORPORATION (the
"GUARANTOR"), the BANKS party thereto (the "BANKS"), NATIONSBANK, N.A. (now BANK
OF AMERICA, N.A.), as Syndication Agent, FIRST UNION NATIONAL BANK, as
Documentation Agent (the "DOCUMENTATION AGENT"), and THE BANK OF NEW YORK, as
Administrative Agent (the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Banks have extended credit
to the Borrower, and have agreed to extend credit to the Borrower, in each case
pursuant to the terms and subject to the conditions set forth therein.
WHEREAS, the Guarantor has requested that the Credit Agreement be amended
as set forth herein.
WHEREAS, the Required Banks are willing to amend the Credit Agreement
pursuant to the terms and subject to the conditions set forth herein.
NOW, THEREFORE, the Borrower, the Guarantor and the Required Banks under
Section 10.04 of the Credit Agreement hereby amend the Credit Agreement as
follows:
1. DEFINED TERMS; REFERENCES. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement shall
have the meaning assigned to such term in the Credit Agreement. Each reference
to "hereof", "hereunder," "herein" and "hereby" and each 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.
2. ADDITIONAL DEFINED TERMS. Section 1.01 of the Credit Agreement is
hereby amended to add the following term in appropriate alphabetical order:
"CONSOLIDATED NET TANGIBLE ASSETS" means the total assets of the
Guarantor and its Subsidiaries, after deducting therefrom (a) all
current liabilities of the Guarantor and its Subsidiaries (excluding
(i) the current portion of long term indebtedness, (ii) inter-company
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liabilities, and (iii) any liabilities which are by their terms
renewable or extendable at the option of the obligor thereon to a time
more than twelve months from the time as of which the amount thereof
is being computed), and (b) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the latest consolidated balance sheet
of the Guarantor prepared in accordance with generally accepted
accounting principles.
3. AMENDMENT TO SECTION 5.07. Section 5.07(i) of the Credit
Agreement is hereby amended to read in full as follows:
(i) 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 Guarantor has
delivered its financial statements under Section 5.01(a) or Section
5.01(b), as applicable), and encumbering assets which have a value, as
determined by the board of directors of the Guarantor in connection
with the incurrence of each such Lien, which the board of directors of
Guarantor determines is reasonably related to the amount of the
indebtedness secured thereby.
4. REPRESENTATIONS OF THE GUARANTOR AND THE BORROWER. The Guarantor
and, to the extent relating to itself, Borrower represents and warrants that (i)
the representations and warranties of the Guarantor and 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.
5. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
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.
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7. EFFECTIVENESS. This Amendment shall become effective as of the
date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the Administrative
Agent shall have received the signatures hereto from the Required Banks and an
executed counterpart hereof signed by the Guarantor and the Borrower.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
HILTON HAWAIIAN VILLAGE LLC
By: Hilton Hotels Corporation, Manager
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President
and Treasurer
HILTON HOTELS CORPORATION, as Guarantor
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President
and Treasurer
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THE BANK OF NEW YORK, as Admnistrative Agent and
as a Bank
By:
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[Printed or Typed Name and Title]
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BANK OF AMERICAN, N.A., as a Bank
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
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THE BANK OF NOVA SCOTIA, as a Bank
By:
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Name:
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Title:
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FIRST UNION NATIONAL BANK, as a Bank
By:
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Name:
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Title:
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WACHOVIA BANK, N.A., as a Bank
By:
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Name:
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Title:
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SOCIETE GENERALE, as a Bank
By:
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Name:
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Title:
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▇▇▇▇▇ FARGO BANK, N.A., as a Bank
By:
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Name:
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Title:
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THE NORTHERN TRUST COMPANY, as a Bank
By:
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Name:
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Title:
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BANK OF HAWAII, as a Bank
By:
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Name:
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Title:
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FIRST HAWAIIAN BANK, as a Bank
By:
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Name:
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Title:
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DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank
By:
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Name:
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Title:
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By:
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Name:
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Title:
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PNC BANK, NATIONAL ASSOCIATION, as a Bank
By:
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Name:
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Title:
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▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, N.A., as a Bank
By:
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Name:
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Title:
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FLEET NATIONAL BANK, as a Bank
By:
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Name:
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Title:
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▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By:
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Name:
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Title:
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