FOURTH SUPPLEMENTAL INDENTURE
EXECUTION VERSION
Exhibit 4.6
FOURTH SUPPLEMENTAL INDENTURE
This Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of February 29, 2020, among Hilton Domestic Operating Company Inc., a Delaware corporation ( the “New Issuer”), Hilton Worldwide Finance Corp., a Delaware corporation (the “Original Co-Issuer” and “New Guarantor”) and the other Guarantors listed on the signature pages hereto (each, an “Existing Guarantor”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, Hilton Worldwide Finance LLC, a Delaware limited liability company (the “Original Issuer”) and the Original Co-Issuer have heretofore executed and delivered to the Trustee an Indenture, dated as of March 16, 2017 (as supplemented by the First Supplemental Indenture, dated as of December 6, 2017, the Second Supplemental Indenture, dated as of March 8, 2019, and the Third Supplemental Indenture, dated as of February 25, 2020, the “Indenture”) providing for the issuance of an unlimited aggregate principal amount of 4.625% Senior Notes due 2025 (the “2025 Notes”) and 4.875% Senior Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Notes”);
WHEREAS, substantially concurrently with the execution of this Supplemental Indenture, the Original Issuer shall be merged with and into its wholly-owned direct subsidiary, the New Issuer, with the New Issuer continuing as the surviving entity (the “Merger”);
WHEREAS, Section 5.01 of the Indenture permits that the Merger may occur so long as, among other things, the New Issuer and each Existing Guarantor execute and deliver to the Trustee a supplemental indenture pursuant to which (i) the New Issuer shall expressly assume the Original Issuer’s obligations under the Notes and the Indenture, whereupon the New Issuer will be substituted for, and may exercise every right and power of, the Issuer under the Indenture, and the Original Issuer shall be released from all obligations under the Notes and the Indenture and (ii) each Existing Guarantor shall expressly confirm that its Guarantee shall apply to the New Issuer’s obligations under the Notes and the Indenture;
WHEREAS, pursuant to Section 5.01(a)(vi), the Original Co-Issuer is not required to continue to act as a co-obligor of the Notes because the New Issuer is a corporation but instead wishes to continue to be party to the Indenture solely in the capacity of a Guarantor; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the Holders.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
(1)Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)Agreement to be Bound. (a) The New Issuer acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) unconditionally assume the Issuers’ obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to
the New Issuer; and (iii) perform all obligations and duties required of the Issuer pursuant to the Indenture.
(b) The New Guarantor acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) continue to be a party to the Indenture as indicated by its signature below; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to, the New Guarantor; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. The New Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.
(c) Each Existing Guarantor acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) continue to be a party to the Indenture as indicated by its signature below; (ii) continue to be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each Existing Guarantor; and (iii) continue to perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each Existing Guarantor hereby agrees to continue to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.
(3)Notices. All notices or other communications to the New Issuer, the New Guarantor or any Existing Guarantor shall be given as provided in Section 12.02 of the Indenture.
(4)Execution and Delivery. The New Issuer agrees that the Notes shall remain in full force and effect notwithstanding the absence of any endorsement of the New Issuer on the Notes, and the New Guarantor and each Existing Guarantor agrees that its Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
(5)Release of Obligations. Upon execution of this Supplemental Indenture by the New Issuer, the New Guarantor, the Existing Guarantors and the Trustee, the Original Issuer shall be unconditionally and irrevocably released and discharged from all obligations and liabilities under the Indenture and the Notes and the Original Co-Issuer shall continue to be bound by all applicable provisions of the Indenture solely in the capacity of a Guarantor.
(6)Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
(7)No Recourse Against Others. No past, present or future director, officer, employee, incorporator, or direct or indirect member, partner or stockholder of the New Issuer, the Original Issuer, the New Guarantor or any Existing Guarantor shall have any liability for any obligations of the Issuer, the Co-Issuer or the Guarantors (other than in their capacity as Issuer or Guarantor) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
(8)Governing Law. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL
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INDENTURE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(9)Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
(10)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(11)The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Issuer, the New Guarantor and each Existing Guarantor.
(12)Benefits Acknowledged. Each Guarantee of the New Guarantor and each Existing Guarantor is subject to the terms and conditions set forth in the Indenture. The New Guarantor and Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.
(13)Successors. All agreements of the New Issuer, the New Guarantor and each Existing Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
Hilton Domestic Operating Company Inc., as Issuer | ||||||||
| By: | /s/ W. Xxxxxx Xxxxxxxxx | |||||||
| Name: | W. Xxxxxx Xxxxxxxxx | |||||||
| Title: | Senior Vice President | |||||||
3750 RESIDENTIAL EMPLOYER LLC 90210 BILTMORE MANAGEMENT, XXX 00000 XXXXXX XXXXXXX XXXXXXXXXX XX., XXX 00000 GRAND WAILEA EMPLOYER LLC 90210 GRAND WAILEA MANAGEMENT CO., LLC 90210 LLC 90210 MANAGEMENT COMPANY, LLC ANDIAMO’S X’XXXX, LLC BALLY’S GRAND PROPERTY SUB I, LLC BLUE BONNET SECURITY, LLC BLUE BONNET SECURITY EMPLOYER LLC CANOPY BRAND MANAGEMENT LLC CHESTERFIELD VILLAGE HOTEL, LLC CONRAD EMPLOYER LLC CONRAD INTERNATIONAL (BELGIUM) LLC CONRAD INTERNATIONAL (EGYPT) RESORTS CORPORATION CONRAD INTERNATIONAL (INDONESIA) CORPORATION CONRAD INTERNATIONAL MANAGE (CIS) LLC CONRAD MANAGEMENT LLC CURIO BRAND MANAGEMENT LLC CURIO EMPLOYER LLC CURIO MANAGEMENT LLC DESTINATION RESORTS LLC DOUBLETREE EMPLOYER LLC DOUBLETREE HOTEL SYSTEMS LLC DOUBLETREE HOTELS LLC DOUBLETREE LLC DOUBLETREE MANAGEMENT LLC DT EMPLOYER LLC DT MANAGEMENT LLC DT REAL ESTATE, LLC DTM ATLANTA/LEGACY, INC. DTR FCH HOLDINGS, INC. EMBASSY DEVELOPMENT LLC EMBASSY SUITES CLUB NO. 1, INC. EMBASSY SUITES CLUB NO. THREE, INC. EMBASSY SUITES CLUB NO. TWO, INC. EMBASSY SUITES EMPLOYER LLC EMBASSY SUITES MANAGEMENT LLC FLORIDA XXXXXX INTERNATIONAL CORP. HAMPTON INNS EMPLOYER LLC HAMPTON INNS MANAGEMENT LLC HILTON BEVERAGE LLC HILTON CHICAGO BEVERAGE I LLC HILTON CHICAGO BEVERAGE II LLC HILTON CHICAGO BEVERAGE III LLC HILTON CHICAGO BEVERAGE IV LLC HILTON CORPORATE DIRECTOR LLC HILTON DOMESTIC MANAGEMENT LLC HILTON DOMESTIC FRANCHISE LLC HILTON EL CON MANAGEMENT LLC HILTON EL CON OPERATOR LLC HILTON EMPLOYER INC. HILTON FINANCE INC. HILTON FRANCHISE HOLDING LLC HILTON GARDEN INNS EMPLOYER LLC HILTON GARDEN INNS MANAGEMENT LLC HILTON HAWAII CORPORATION HILTON HONORS WORLDWIDE LLC HILTON HOLDINGS, LLC HILTON HOSPITALITY, LLC HILTON HOTEL EMPLOYER LLC HILTON ILLINOIS, LLC HILTON ILLINOIS HOLDINGS LLC HILTON MANAGEMENT LLC HILTON NUS HSS, INC. HILTON SAN DIEGO LLC HILTON SUPPLY MANAGEMENT LLC HILTON SYSTEMS SOLUTIONS, LLC HILTON WORLDWIDE FINANCE CORP. HLT AUDUBON LLC HLT XXXXXX DOMESTIC LLC HLT XXXXXX DOMESTIC EMPLOYER LLC HLT DRAKE EMPLOYER LLC HLT ESP INTERNATIONAL FRANCHISE LLC HLT ESP INTERNATIONAL FRANCHISOR CORPORATION HLT ESP INTERNATIONAL MANAGE LLC HLT ESP INTERNATIONAL MANAGEMENT CORPORATION HLT ESP MANAGE LLC HLT EXISTING FRANCHISE HOLDING LLC HLT HSM HOLDING LLC HLT HSS HOLDING LLC HLT JV ACQUISITION LLC HLT LIFESTYLE INTERNATIONAL FRANCHISE LLC HLT LIFESTYLE INTERNATIONAL FRANCHISOR CORPORATION HLT LIFESTYLE INTERNATIONAL MANAGE LLC HLT LIFESTYLE INTERNATIONAL MANAGEMENT CORPORATION HLT LIFESTYLE MANAGE LLC HLT XXXXXX LLC HLT XXXXXX EMPLOYER LLC HOME2 BRAND MANAGEMENT LLC HOME2 EMPLOYER LLC HOME2 MANAGEMENT LLC HOMEWOOD SUITES EMPLOYER LLC HOMEWOOD SUITES MANAGEMENT LLC HOTEL CLUBS OF CORPORATE XXXXX, XXX. XXXXXX XXXXXXX COMPANY, XXX. XXXXXX XXXXXXX EMPLOYER LLC HPP HOTELS USA LLC HPP INTERNATIONAL LLC INNVISION, LLC INTERNATIONAL RIVERCENTER LESSEE, L.L.C. LXR EMPLOYER LLC LXR MANAGEMENT LLC MOTTO EMPLOYER LLC MOTTO MANAGEMENT LLC PEACOCK ALLEY SERVICE COMPANY, LLC POTTER'S BAR PALMER HOUSE, LLC PROMUS HOTEL SERVICES, INC. PROMUS HOTELS FLORIDA LLC PROMUS HOTELS LLC PROMUS HOTELS PARENT LLC SALC, INC. SIGNIA HOTEL MANAGEMENT LLC SIGNIA HOTEL EMPLOYER LLC TAPESTRY EMPLOYER LLC TAPESTRY MANAGEMENT LLC TRU BRAND MANAGEMENT LLC WALDORF=ASTORIA EMPLOYER LLC WALDORF=ASTORIA MANAGEMENT LLC WA COLLECTION INTERNATIONAL, LLC WASHINGTON HILTON, L.L.C., as Guarantors | ||||||||
| By: | /s/ W. Xxxxxx Xxxxxxxxx | |||||||
| Name: | W. Xxxxxx Xxxxxxxxx | |||||||
| Title: | Senior Vice President | |||||||
[Signature Page to Supplemental Indenture (2017 Indenture)]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
By: /s/ W. Xxxxxx Xxxxxx, II
Name: W. Xxxxxx Xxxxxx, II
Title: Vice President
[Signature Page to Supplemental Indenture (2017 Indenture)]
