Joinder Agreement HILTON ESCROW ISSUER LLC HILTON ESCROW ISSUER CORP. $1,000,000,000 of 4.250% Senior Notes due 2024
Exhibit 4.8
EXECUTION VERSION
HILTON ESCROW ISSUER LLC
HILTON ESCROW ISSUER CORP.
$1,000,000,000 of 4.250% Senior Notes due 2024
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 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ 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
WHEREAS, in connection therewith, Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), Hilton Domestic Operating Company Inc., a Delaware corporation (the “Surviving Issuer”) and each Subsidiary Guarantor (as defined in the Registration Rights Agreement) that was originally not a party thereto has agreed to join in the Registration Rights Agreement pursuant to this agreement (this “Joinder Agreement”) on the Completion Date.
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Registration Rights Agreement.
NOW, THEREFORE, the Company, the Surviving Issuer and each Subsidiary Guarantor hereby agrees for the benefit of the Initial Purchasers, as follows:
1. Joinder. Each of the undersigned hereby acknowledges that it has received a copy of the Registration Rights Agreement and acknowledges and agrees with the Initial Purchasers that by its execution and delivery hereof it shall: (i) join and become a party to the Registration Rights Agreement; (ii) be bound by all covenants, agreements and acknowledgements applicable to the Company, the Surviving Issuer or a Subsidiary Guarantor, as applicable, in the Registration Rights Agreement as if made by, and with respect to, such party as set forth in and in accordance with the terms of the Registration Rights Agreement; and (iii) perform all obligations and duties of the Company, the Surviving Issuer, or a Subsidiary Guarantor, as applicable, in accordance with the Registration Rights Agreement.
2. Representations and Warranties. The undersigned hereby represents and warrants to and agrees with the Initial Purchasers that it has all requisite corporate, limited liability company or partnership power and authority to execute, deliver and perform its obligations under this Joinder Agreement and it has duly and validly taken all necessary action for the consummation of the transactions contemplated hereby and by the Registration Rights Agreement.
3. Counterparts. This Joinder Agreement may be executed in two or more counterparts each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Joinder Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.
4. Amendments. No amendment, modification or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by all of the parties thereto.
5. Headings. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Joinder Agreement.
6. GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the undersigned has executed this agreement this 22nd day of September 2016.
| COMPANY: | ||||
| HILTON WORLDWIDE HOLDINGS INC. | ||||
| By: | /s/ ▇▇▇▇ ▇. Dell’Orto | |||
| Name: | ▇▇▇▇ ▇. Dell’Orto | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Joinder to Registration Rights Agreement]
| SURVIVING ISSUER: | ||||
| HILTON DOMESTIC OPERATING COMPANY INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON WORLDWIDE FINANCE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| SUBSIDIARY GUARANTORS: | ||||
| 90210 BILTMORE MANAGEMENT, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| 90210 DESERT RESORTS MANAGEMENT CO., LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| 90210 GRAND WAILEA MANAGEMENT CO., LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| 90210 LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| 90210 MANAGEMENT COMPANY, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| ANDIAMO’S ▇’▇▇▇▇, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| BALLY’S GRAND PROPERTY SUB I, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| BLUE BONNET SECURITY, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| CHESTERFIELD VILLAGE HOTEL, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| COMPRIS HOTEL LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| ▇▇▇▇▇▇ INTERNATIONAL (BELGIUM) LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| ▇▇▇▇▇▇ INTERNATIONAL (EGYPT) RESORTS CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| ▇▇▇▇▇▇ INTERNATIONAL (INDONESIA) CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| ▇▇▇▇▇▇ INTERNATIONAL INVESTMENT (JAKARTA) CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| ▇▇▇▇▇▇ INTERNATIONAL MANAGE (CIS) LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| ▇▇▇▇▇▇ MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DESTINATION RESORTS LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DOUBLETREE DTWC LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DOUBLETREE HOTEL SYSTEMS LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DOUBLETREE HOTELS LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DOUBLETREE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DOUBLETREE MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DT MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DT REAL ESTATE, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTM ATLANTA/LEGACY, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTM CAMBRIDGE, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTM COCONUT GROVE, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTM LARGO, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTM MARYLAND, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTM SANTA ▇▇▇▇▇ LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTM WALNUT CREEK, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTR FCH HOLDINGS, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTR PAH HOLDING, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTR SAN ANTONIO, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| DTR TM HOLDINGS, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EJP LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EMBASSY DEVELOPMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EMBASSY EQUITY DEVELOPMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EMBASSY MEMPHIS CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EMBASSY SUITES (ISLA VERDE), INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EMBASSY SUITES CLUB NO. 1, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EMBASSY SUITES CLUB NO. THREE, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EMBASSY SUITES CLUB NO. TWO, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EMBASSY SUITES MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EMBASSY SYRACUSE DEVELOPMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| EPAM CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| FLORIDA ▇▇▇▇▇▇ INTERNATIONAL CORP. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| GRAND VACATIONS REALTY, LLC | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||
| Title: | President | |||
[Signature Page to Joinder to Registration Rights Agreement GRAND VACATIONS REALTY, LLC]
| GRAND VACATIONS SERVICES LLC | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||
| Title: | President | |||
[Signature Page to Joinder to Registration Rights Agreement – GRAND VACATIONS SERVICES LLC]
| GRAND VACATIONS TITLE, LLC | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||
| Title: | President | |||
[Signature Page to Joinder to Registration Rights Agreement – GRAND VACATIONS TITLE, LLC]
| HAMPTON INNS LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HAMPTON INNS MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HAPEVILLE INVESTORS, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HHC BC ORLANDO, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HHC ONE PARK BOULEVARD, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HIC FIRST LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HIC GAMING CALIFORNIA, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HIC HOLDINGS LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HIC HOTELS U.S.A. LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HIC RACING CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HIC SAN PABLO LIMITED, INC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HIC SAN PABLO, L.P. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HIC SECOND LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON BEVERAGE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON CHICAGO BEVERAGE I LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON CHICAGO BEVERAGE II LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON CHICAGO BEVERAGE III LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON CHICAGO BEVERAGE IV LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON CORPORATE DIRECTOR LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON EL CON MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON EL CON OPERATOR LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON ELECTRONIC DISTRIBUTION SYSTEMS, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON FRANCHISE HOLDING LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON GARDEN INNS MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON GRAND VACATIONS CLUB, LLC | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||
| Title: | President | |||
[Signature Page to Joinder to Registration Rights Agreement – HILTON GRAND VACATIONS CLUB, LLC]
| HILTON GRAND VACATIONS COMPANY, LLC | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||
| Title: | President | |||
[Signature Page to Joinder to Registration Rights Agreement – HILTON GRAND VACATIONS COMPANY, LLC]
| HILTON GRAND VACATIONS FINANCING, LLC | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||
| Title: | President | |||
[Signature Page to Joinder to Registration Rights Agreement – HILTON GRAND VACATIONS FINANCING, LLC]
| HILTON GRAND VACATIONS MANAGEMENT, LLC | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||
| Title: | President | |||
[Signature Page to Joinder to Registration Rights Agreement – HILTON GRAND VACATIONS MANAGEMENT, LLC]
| HILTON HAWAII CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON HHONORS WORLDWIDE, L.L.C. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON HOLDINGS, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON HOSPITALITY, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON ILLINOIS, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON ILLINOIS HOLDINGS LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON INNS LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON INTERNATIONAL HOLDING LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON KINGSLAND 1, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON NEW JERSEY SERVICE CORP. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON OPB, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON ORLANDO PARTNERS III, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON RECREATION LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON RESORTS CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON RESORTS MARKETING CORP. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON SAN DIEGO LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON SPRING CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON SUPPLY MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON SYSTEMS SOLUTIONS, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON SYSTEMS, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON WORLDWIDE FINANCE CORP. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| PARK HOTELS & RESORTS INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON-OCCC HOTEL, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HILTON-OCCC MEZZ LENDER, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT AUDUBON LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT CA HILTON LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT ▇▇▇▇▇▇ DOMESTIC LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT ▇▇▇▇▇▇ ▇▇ LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT DOMESTIC JV HOLDINGS LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT DOMESTIC OWNER LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT ESP INTERNATIONAL FRANCHISE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT ESP INTERNATIONAL FRANCHISOR CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT ESP INTERNATIONAL MANAGE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT ESP INTERNATIONAL MANAGEMENT CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT ESP MANAGE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT EXISTING FRANCHISE HOLDING LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT FRANCHISE II BORROWER LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT HQ SPE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT HSM HOLDING LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT HSS HOLDING LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT JV ACQUISITION LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT LIFESTYLE INTERNATIONAL FRANCHISE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT LIFESTYLE INTERNATIONAL FRANCHISOR CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT LIFESTYLE INTERNATIONAL MANAGEMENT CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT LIFESTYLE INTERNATIONAL MANAGE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT LIFESTYLE MANAGE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT MEMPHIS DATA LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT ▇’▇▇▇▇ LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT OPERATE DTWC LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT OWNED II HOLDING LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT OWNED II-A BORROWER LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HLT ▇▇▇▇▇▇ LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HOMEWOOD SUITES MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HOTEL CLUBS OF CORPORATE ▇▇▇▇▇, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HOTELS ▇▇▇▇▇▇▇ COMPANY, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HIT HOTELS USA, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HPP INTERNATIONAL LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HRC ISLANDER LLC | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||
| Title: | President | |||
[Signature Page to Joinder to Registration Rights Agreement – HRC ISLANDER LLC]
| HTGV, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| INNVISION, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| INTERNATIONAL RIVERCENTER LESSEE L.L.C. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ HOUSE, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| MERITEX, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| PEACOCK ALLEY SERVICE COMPANY, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| POTTER’S ▇▇▇ ▇▇▇▇▇▇ HOUSE, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| PROMUS HOTEL SERVICES, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| PROMUS HOTELS FLORIDA LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| PROMUS HOTELS LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| PROMUS HOTELS MINNEAPOLIS, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| PROMUS HOTELS PARENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| PROMUS OPERATING LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| PROMUS/KINGSTON DEVELOPMENT CORPORATION | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| SALC, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| SAMANTHA HOTEL LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| SUITE LIFE LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| TEX HOLDINGS, INC. | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| WALDORF=ASTORIA MANAGEMENT LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| WA COLLECTION INTERNATIONAL, LLC | ||||
| By: | /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Name: | W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: | Senior Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
The foregoing Joinder Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
| Acting on behalf of itself and as the Representative of the several Initial Purchasers | ||||
| By: | ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated | |||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Title: | Managing Director | |||
[Signature Page to Joinder to Registration Rights Agreement]
