THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HLT MEMPHIS DATA LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HLT Memphis Data LLC, a Delaware limited liability company (the “Company”), is entered into as of October 9, 2014, by Hilton Worldwide, Inc., a Delaware corporation (the “Managing Member”) (together with each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DT MANAGEMENT LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of DT Management LLC, an Arizona limited liability company (the “Company”), is entered into as of May 19, 2017, by Doubletree Hotels LLC, an Arizona limited liability company (the “Managing Member”) (together with each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).
LIMITED LIABILITY COMPANY AGREEMENT OF HPP HOTELS USA LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Limited Liability Company Agreement (this “Agreement”) of HPP Hotels USA LLC, a Delaware limited liability company (the “Company”) is entered into as of November 17, 2015, by the sole member of the Company (the “Member,” and together with any additional or substitute members, each, a “Member” and collectively, the “Members”).
LIMITED LIABILITY COMPANY AGREEMENT OF HOME2 BRAND MANAGEMENT LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Home2 Brand Management LLC, a Delaware limited liability company (the “Company”), is entered into as of July 14, 2016, by Hilton Domestic Management LLC, a Delaware limited liability company (in such person’s capacity as the managing member of the Company, the “Managing Member”) (together with each other person admitted to the Company as a member of the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”). The Members hereby agree as follows:
OPERATING AGREEMENT OF DT REAL ESTATE, LLC, an Arizona limited liability companyOperating Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Arizona
This Operating Agreement (this “Agreement”) of DT Real Estate, LLC, an Arizona limited liability company (the “Company”), dated as of August , 2016, is entered into by Doubletree Hotels LLC, an Arizona limited liability company (“Doubletree”), as the sole member, to govern the affairs of the Company and the conduct of its business.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HILTON DOMESTIC FRANCHISE LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Hilton Domestic Franchise LLC, a Delaware limited liability company (the “Company”), is entered into as of December 2, 2016, by the undersigned (in such person’s capacity as the managing member of the Company, the “Managing Member”) (together with each other person admitted to the Company as a member of the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).
LIMITED LIABILITY COMPANY AGREEMENT OF HILTON WORLDWIDE PARENT LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Hilton Worldwide Parent LLC, a Delaware limited liability company (the “Company”), is entered into as of September 22, 2016, by Hilton Worldwide Holdings Inc., a Delaware corporation, as sole member of, and owner of all of the limited liability company interests in, the Company (together with each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Hilton Honors Worldwide LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Fifth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Hilton Honors Worldwide LLC, a Delaware limited liability company (the “Company”), is entered into as of January 30, 2017, by HLT Franchise II Borrower LLC, a Delaware limited liability company, and HLT Franchise V Borrower LLC, a Delaware limited liability company (together, the “Managing Members”) (together with each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HLT EXISTING FRANCHISE HOLDING LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HLT Existing Franchise Holding LLC, a Delaware limited liability company (the “Company”), is entered into as of February 26, 2015, by Hilton International Holding Corporation, a Delaware corporation (the “Managing Member”) (together with each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONRAD INTERNATIONAL MANAGE (CIS) LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Conrad International Manage (CIS), a Delaware limited liability company (the “Company”), is entered into as of September 16, 2016, by HPP International LLC (the “Member,” and together with any additional or substitute members, each, a “Member” and collectively, the “Members”).
Joinder Agreement HILTON ESCROW ISSUER LLC HILTON ESCROW ISSUER CORP. $1,000,000,000 of 4.250% Senior Notes due 2024Joinder Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • New York
WHEREAS, Hilton Escrow Issuer LLC, a Delaware limited liability company (the “Escrow Issuer”), Hilton Escrow Issuer Corp., a Delaware corporation (the “Escrow Co-Issuer,” and together with the Issuer, the “Escrow Issuers”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”), for itself and the other Initial Purchasers described in the Registration Rights Agreement referenced below (the “Initial Purchasers”), heretofore executed and delivered a Registration Rights Agreement, dated as of August 18, 2016 (the “Registration Rights Agreement”), pursuant to which each of the Escrow Issuers and the Guarantors agreed, under certain circumstances, to file a registration statement with the SEC registering an exchange offer for the Notes and/or the resale of the Escrow Issuers’ 4.250% Senior Notes due 2024 under the Securities Act; and
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONRAD INTERNATIONAL (BELGIUM) LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Conrad International (Belgium) LLC, a Delaware limited liability company (the “Company”), is entered into as of July 22, 2016, by HPP International LLC (the “Member,” and together with any additional or substitute members, each, a “Member” and collectively, the “Members”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HLT AUDUBON LLCLimited Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HLT Audubon LLC, a Delaware limited liability company (the “Company”), is entered into as of October 9, 2014, by Hilton Worldwide, Inc., a Delaware corporation (the “Managing Member”) (together with each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).
