INDENTURE Dated as of October 24, 2016 Among HILTON GRAND VACATIONS BORROWER LLC, as the Issuer, HILTON GRAND VACATIONS BORROWER INC., as the Co-Issuer, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as...Indenture • November 23rd, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
INDENTURE, dated as of October 24, 2016, among Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Issuer”), Hilton Grand Vacations Borrower Inc., a Delaware corporation wholly owned by the Issuer (the “Co-Issuer” and together with the Issuer, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, a national banking association, as Trustee.
TAX MATTERS AGREEMENT by and among HILTON WORLDWIDE HOLDINGS INC., PARK HOTELS & RESORTS INC., HILTON GRAND VACATIONS INC., and HILTON DOMESTIC OPERATING COMPANY INC. Dated as ofTax Matters Agreement • November 23rd, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the day of , by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Park Hotels & Resorts Inc., a Delaware corporation (“PK”), Hilton Grand Vacations Inc., a Delaware corporation (“HGV”) and Hilton Domestic Operating Company Inc., a Delaware corporation (“OpCo”). Each of HLT, PK, HGV and OpCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
LICENSE AGREEMENT by and between HILTON WORLDWIDE HOLDINGS INC. and HILTON GRAND VACATIONS INC. Dated as ofHGV License Agreement • November 23rd, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This HGV LICENSE AGREEMENT dated as of 2016 (the “Effective Date”), by and between Hilton Worldwide Holdings Inc., a Delaware corporation (“Licensor and Hilton Grand Vacations Inc., a Delaware corporation (“Licensee”). Each of Licensor and Licensee is referred to herein as a “Party” and collectively, as the “Parties.”
FORM OF FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • November 23rd, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of November , 2016, among Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Issuer”), Hilton Grand Vacations Borrower Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors party to the Indenture (as defined below) from time to time and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
STOCKHOLDERS AGREEMENT by and among HILTON WORLDWIDE HOLDINGS INC., HILTON GRAND VACATIONS INC., and the Blackstone Holders (as defined herein) Dated as ofStockholders Agreement • November 23rd, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of the day of , by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Hilton Grand Vacations Inc., a Delaware corporation (“HGV”), and the Blackstone Holders (as defined herein). Each of HLT, HGV and each Blackstone Holder is sometimes referred to herein as a “Party” and collectively, as the “Parties”. Each of HLT, HGV and Park Hotels & Resorts Inc., a Delaware corporation (“PK”), is sometimes referred to herein as a “Spinoff Party” and collectively, as the “Spinoff Parties”.
