OMNIBUS AMENDMENT NO. 4 TO RECEIVABLES LOAN AGREEMENT AMENDMENT NO. 2 TO SALE AND CONTRIBUTION AGREEMENTReceivables Loan Agreement and Sale and Contribution Agreement • September 16th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This RECEIVABLES LOAN AGREEMENT dated as of May 9, 2013, is by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company, as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Managing Agents, and DEUTSCHE BANK SECURITIES, INC., as Administrative Agent for the Conduit Lenders and the Committed Lenders. Capitalized terms used herein shall have the meanings specified in Section 1.01.
FORM OF MASTER TRANSITION SERVICES AGREEMENTMaster Transition Services Agreement • September 16th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Master Transition Services Agreement (this “Agreement”) is entered into as of , 2016, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Park Hotels & Resorts Inc., a Delaware corporation (“PK”) and Hilton Grand Vacations Inc., a Delaware corporation (“HGV”). Each of HLT, PK and HGV is sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the “Distribution Agreement”).
FORM OF DISTRIBUTION AGREEMENT by and among HILTON WORLDWIDE HOLDINGS INC., PARK HOTELS & RESORTS INC., HILTON GRAND VACATIONS INC., and HILTON DOMESTIC OPERATING COMPANY INC. Dated as of , 2016Distribution Agreement • September 16th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Park Hotels & Resorts Inc., a Delaware corporation (“PK”) and Hilton Grand Vacations Inc., a Delaware corporation (“HGV”) and for purposes of Sections 7.2 and 7.3, Hilton Domestic Operating Company Inc. (“OpCo”), a subsidiary of HLT. Each of HLT, PK and HGV is sometimes referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
