PLAYA RESORTS HOLDING B.V., as Issuer THE GUARANTORS NAMED HEREIN, as Guarantors THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 8.000% SENIOR NOTES DUE 2020 INDENTURE Dated as of August 9, 2013Indenture • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels • New York
INDENTURE, dated as of August 9, 2013, among PLAYA RESORTS HOLDING B.V., a besloten ven-nootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Company”), as issuer, the Guarantors named on the signature pages hereto, as Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels • Virginia
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 21, 2016 (the “Agreement Date”), with an effective date of January 1, 2016 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Playa Resorts”), and Larry K. Harvey (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels • Virginia
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 15, 2016 (the “Agreement Date”), with an effective date of January 1, 2016 (the “Effective Date”), by Playa Management USA, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Playa Management”), and Alexander Stadlin (“Executive”).
SUPPLEMENTAL INDENTURESupplemental Indenture • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 13, 2013 by and among Playa Resorts Holding B.V., besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Company”), the entities named as Guarantors on the signature pages hereto and that are listed on Schedule I hereof (the “New Guarantors” and each a “New Guarantor”), the entities that are named as Guarantors on the signature pages hereto and that are listed on Schedule II hereof (the “Existing Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 26, 2014 by and among Playa Resorts Holding B.V., besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Company”), the entities named as Guarantors on the signature pages hereto and that are listed on Schedule I hereof (the “New Guarantors” and each a “New Guarantor”), the entities that are named as Guarantors on the signature pages hereto and that are listed on Schedule II hereof (the “Existing Guarantors” and, together with the New Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels • Virginia
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of August 31, 2016 (the “Agreement Date”), with an effective date of January 1, 2016 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Playa Resorts”), and Bruce D. Wardinski (“Mr. Wardinski”). Playa Hotel & Resorts, B.V., a Dutch Company (“Playa”), is entering into this Agreement solely with respect to Section 12 below.
FIRST AMENDMENT TO HOTEL ASSET PURCHASE AGREEMENTHotel Asset Purchase Agreement • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels
THIS FIRST AMENDMENT TO HOTEL ASSET PURCHASE AGREEMENT (the “Amendment”) is entered into as of the 25th day of June, 2013, by and among SFI BELMONT, LLC (“Lender”), ROSE HALL RESORT, L.P. (“Owner”) and ROSE HALL JAMAICA RESORT B.V. (“Buyer”).
SALE AND PURCHASE AGREEMENT between PLAYA HOTELS & RESORTS, S.L. as the Seller and PLAYA HOTELS & RESORTS B.V. as the Purchaser and PLAYA RESORTS HOLDING B.V. as the Company August 9, 2013Sale and Purchase Agreement • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels
HOTEL ASSET PURCHASE AGREEMENT BY AND BETWEEN SFI BELMONT, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS LENDER AND SELLER, ROSE HALL RESORT, L.P., A DELAWARE LIMITED PARTNERSHIP AS OWNER, AND ROSE HALL JAMAICA RESORT B.V., A PRIVATE LIMITED LIABILITY...Hotel Asset Purchase Agreement • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels • New York
This HOTEL ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into on this 6th of May, 2013 (the “Effective Date”), by and between ROSE HALL RESORT, L.P., a Delaware limited partnership, having its principal office at c/o RFA Management Company, LLC, 1908 Cliff Valley Way, Atlanta, Georgia 30329 (“Owner”), SFI BELMONT LLC, a Delaware limited liability company, having its principal office at c/o iStar Financial, Inc., 1114 Avenue of the Americas, 39th Floor, New York, New York 10036 (“Lender”), as seller, and ROSE HALL JAMAICA RESORT B.V., a private limited liability company incorporated in the Netherlands, having its registered office at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, TRN34245708 and a business office at 3950 University Drive, Suite 301, Fairfax, Virginia 22030, USA (“Buyer”). Owner, Lender and Buyer shall hereinafter be referred to herein collectively as the “Parties” and individually as a “Party”.
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels
THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is entered into as of the 8th day of August, 2013, by and between PLAYA HOTELS & RESORTS B.V. (the “Company”) and HI HOLDINGS PLAYA B.V. (the “Subscriber”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 11, 2015 by and among Playa Resorts Holding B.V., besloten vennootschap met beperkte aanspra-kelijkheid incorporated under the laws of the Netherlands (the “Company”), the entities named as Guarantors on the signature pages hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
SECOND AMENDMENT TO HOTEL ASSET PURCHASE AGREEMENTHotel Asset Purchase Agreement • September 27th, 2016 • Playa Hotels & Resorts B.V. • Hotels & motels
THIS SECOND AMENDMENT TO HOTEL ASSET PURCHASE AGREEMENT (the “Amendment”) is entered into as of the 29th day of July, 2013, by and among SFI BELMONT, LLC (“Lender”), ROSE HALL RESORT, L.P. (“Owner”) and ROSE HALL JAMAICA RESORT B.V. (“Buyer”).
