CREDIT AGREEMENT Dated as of October 25, 2013, Among HILTON WORLDWIDE HOLDINGS INC., as Parent, HILTON WORLDWIDE FINANCE LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative...Credit Agreement • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of October 25, 2013, among HILTON WORLDWIDE HOLDINGS INC., a Delaware corporation (“Parent”), HILTON WORLDWIDE FINANCE LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
LOAN AGREEMENT Dated as of October 25, 2013 Between HLT NY WALDORF LLC, as Borrower and HSBC BANK USA, NATIONAL ASSOCIATION, as Agent, THE LENDERS NAMED HEREIN, as Lenders, HSBC BANK USA, NATIONAL ASSOCIATION and DEKABANK DEUTSCHE GIROZENTRALE, as...Loan Agreement • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
THIS Loan Agreement, dated as of October 25, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HLT NY WALDORF LLC, a Delaware limited liability company, having its principal place of business at 7930 Jones Branch Drive, McLean, Virginia 22102 (“Borrower”), and HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America (“HSBC”), having an address at 452 Fifth Avenue, New York, New York 10018, as administrative agent (including any of its successors and assigns, “Agent”) for itself and the other Lenders signatory hereto (collectively, together with such other co-lenders as may exist from time to time, “Lenders”).
LOAN AGREEMENT Dated as of October 25, 2013 By and Among THE ENTITIES SET FORTH ON SCHEDULE 1.1 ATTACHED HERETO, collectively, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, GERMAN AMERICAN CAPITAL CORPORATION, BANK OF AMERICA, N.A., GS...Loan Agreement • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
THIS LOAN AGREEMENT, dated as of October 25, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation having an address at 60 Wall Street, New York, New York 10005, BANK OF AMERICA, N.A., a national banking association having an address at One Bryant Park, New York, New York 10026 GS COMMERCIAL REAL ESTATE LP, a Delaware limited partnership having an address at 200 West Street, New York, New York 10282 and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company having an address at 1585 Broadway, New York, New York 10036 (together with their respective successors and assigns, each, a “Co-Lender” and, collectively, “Lender”), and THE ENTITIES SET FORT
EMPLOYMENT AGREEMENT (Thomas C. Kennedy)Employment Agreement • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (no later than the calendar year following the calendar year in which such tax was payable).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
This Separation Agreement and Release (this “Agreement”) is entered into as of the 24th day of September, 2013, between Thomas C. Kennedy (“Executive”), on the one hand, and Hilton Worldwide, Inc. f/k/a Hilton Hotels Corporation (“Hilton”) and BH Hotels Holdco LLC (“Holdings”) (Hilton and Holdings are collectively referred to herein as the “Company”) on the other hand (each a “Party” and, collectively, the “Parties”):
GUARANTY OF RECOURSE CARVEOUTSHilton Worldwide Holdings Inc. • November 8th, 2013 • Hotels & motels • New York
THIS GUARANTY (this “Guaranty”) is executed as of October 25, 2013 by HILTON DOMESTIC PROPERTY LLC, a Delaware limited liability company, having an address at c/o Hilton Worldwide Inc., 7930 Jones Branch Drive, McLean, Virginia 22102 and HLT OWNED VIII HOLDING LLC, a Delaware limited liability company, having an address at c/o Hilton Worldwide Inc., 7930 Jones Branch Drive, McLean, Virginia 22102 (whether one or more collectively referred to as “Guarantor”), for the benefit of HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America, having an address at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), as agent (HSBC in such capacity, together with its successors and assigns in such capacity, “Agent”) for the Ratable benefit of HSBC, in its individual capacity as a lender, and any other co-lenders as may exist from time to time (collectively, with HSBC in its individual capacity as a lender, “Lenders”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of October 25, 2013, among each of the entities listed in Schedule I hereto (the “Guaranteeing Subsidiaries”), each a subsidiary of Hilton Worldwide Finance LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
Joinder Agreement HILTON WORLDWIDE FINANCE LLC HILTON WORLDWIDE FINANCE CORP. $1,500,000,000 of 5.625% Senior Notes due 2021Joinder Agreement • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
WHEREAS, Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), Hilton Worldwide Finance LLC, a Delaware limited liability company (the “Issuer”), Hilton Worldwide Finance Corp., a Delaware corporation (the “Co-Issuer,” and together with the Issuer, the “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 October 4, 2013 (the “Registration Rights Agreement”), pursuant to which each of the Issuers and the Company 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 Issuers’ 5.625% Senior Notes due 2021 under the Securities Act; and
GUARANTY AGREEMENTGuaranty Agreement • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of October 25, 2013, by HILTON DOMESTIC PROPERTY LLC, a Delaware limited liability company and HILTON OWNED VIII HOLDING LLC, a Delaware limited liability company, each having its principal place of business at 7930 Jones Branch Drive, McLean, Virginia 22102 (jointly and severally, together with their respective successors and permitted assigns, “Guarantor”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179, GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation having an address at 60 Wall Street, New York, New York 10005, BANK OF AMERICA, N.A., a national banking association having an address at One Bryant Park, New York, New York 10026, GS COMMERCIAL REAL ESTATE LP, a Delaware limited partnership having an address at 200 West Street, New York, New York 10282 and MORGAN STANLEY MORTGAG
SECURITY AGREEMENT dated as of October 25, 2013 among THE GRANTORS IDENTIFIED HEREIN and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentSecurity Agreement • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
SECURITY AGREEMENT dated as of October 25, 2013, among the Grantors (as defined below) and Deutsche Bank AG New York Branch, as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”).
AMENDMENT NO. 1 TO RECEIVABLES LOAN AGREEMENTReceivables Loan Agreement • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
This AMENDMENT NO. 1 TO RECEIVABLES LOAN AGREEMENT, effective as of July 25, 2013 (this “Amendment”), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as a Committed Lender and as a Managing Agent (in such capacity, the “DB Managing Agent”), MONTAGE FUNDING, LLC (“Montage”), as a Conduit Lender, DEUTSCHE BANK SECURITIES, INC., as Administrative Agent, and BANK OF AMERICA, N.A. (“BANA”), as assignee (the “Assignee”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Receivables Loan Agreement” (defined below).
OMNIBUS AMENDMENT NO. 2 TO RECEIVABLES LOAN AGREEMENT, AMENDMENT NO. 1 TO SALE AND CONTRIBUTION AGREEMENT AND CONSENT TO CUSTODY AGREEMENTReceivables Loan Agreement • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
This OMNIBUS AMENDMENT NO. 2 TO RECEIVABLES LOAN AGREEMENT, AMENDMENT NO. 1 TO SALE AND CONTRIBUTION AGREEMENT and CONSENT TO CUSTODY AGREEMENT, effective as of October 25, 2013 (this “Amendment”), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), GRAND VACATIONS SERVICES, LLC, a Delaware limited liability company (the “Servicer”), HILTON RESORTS CORPORATION, a Delaware corporation (the “Seller”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Custodian, the financial institutions signatory hereto as Managing Agents, and DEUTSCHE BANK SECURITIES, INC., as Administrative Agent. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Receivables Loan Agreement” (defined below).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • November 8th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
This Separation Agreement and Release (this “Agreement”) is entered into as of the 31st day of October, 2012, between Paul J. Brown (“Executive”), on the one hand, and Hilton Worldwide, Inc. f/k/a Hilton Hotels Corporation (“Hilton”) and BH Hotels Holdco LLC (“Holdings”) on the other hand (each a “Party” and, collectively, the “Parties”):
