Hilton Worldwide Holdings Inc. Sample Contracts

Hilton Worldwide Holdings Inc. Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • April 13th, 2018 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

The stockholders of Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (“you” or the “Representatives”), an aggregate of 60,000,000

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INDENTURE Dated as of October 4, 2013 Among HILTON WORLDWIDE FINANCE LLC, as the Issuer, HILTON WORLDWIDE FINANCE CORP., as the Co-Issuer, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 5.625%...
Indenture • October 18th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

INDENTURE, dated as of October 4, 2013, among Hilton Worldwide Finance LLC, a Delaware limited liability company (the “Issuer”), Hilton Worldwide Finance Corp., 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.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 27th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware

This Indemnification Agreement is effective as of , (this “Agreement”) and is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (“Indemnitee”).

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”).

AMENDMENT NO. 10 TO THE CREDIT AGREEMENT
Credit Agreement • November 8th, 2023 • 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 PARENT LLC, a Delaware limited liability company (“Intermediate Parent”), HILTON DOMESTIC OPERATING COMPANY INC., a Delaware corporation (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”).

INDENTURE Dated as of February 2, 2021 Among HILTON DOMESTIC OPERATING COMPANY INC., as the Issuer, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 3.625% SENIOR NOTES DUE 2032
Indenture • February 4th, 2021 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

INDENTURE, dated as of February 2, 2021, among Hilton Domestic Operating Company Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, a national banking association, as Trustee.

AWARD NOTICE AND
Restricted Stock Unit Agreement • February 14th, 2018 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
Credit Agreement • April 19th, 2018 • 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 PARENT LLC, a Delaware limited liability company (“Intermediate 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”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and between HILTON WORLDWIDE HOLDINGS INC. and THE OTHER PARTIES HERETO Dated as of October 24, 2016
Registration Rights Agreement • October 24th, 2016 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of October 24, 2016 and is by and between Hilton Worldwide Holdings Inc. (the “Company”), Blackstone (as defined below) and the other Persons listed on the signature pages hereto (each, a “Management Stockholder”, and collectively the “Management Stockholders”).

AWARD NOTICE AND NONQUALIFIED STOCK OPTION AGREEMENT HILTON WORLDWIDE HOLDINGS INC.
Nonqualified Stock Option Agreement • April 29th, 2015 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

This Nonqualified Stock Option Agreement (this “Agreement”), effective as of the Date of Grant (as defined below), is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).

STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 17, 2013 AMONG HILTON WORLDWIDE HOLDINGS INC. AND THE OTHER PARTIES HERETO
Stockholders Agreement • December 17th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware

This Stockholders Agreement is entered into as of December 17, 2013 by and among Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).

AWARD NOTICE AND RESTRICTED STOCK UNIT AGREEMENT HILTON 2017 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • April 26th, 2023 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

The Participant has been granted Restricted Stock Units with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement (including the terms and conditions set forth in the appendices attached thereto, the “Agreement”) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Agreement and the Plan.

INDENTURE Dated as of December 1, 2020 Among HILTON DOMESTIC OPERATING COMPANY INC., as the Issuer, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 3.750% SENIOR NOTES DUE 2029 4.000% SENIOR NOTES...
Indenture • December 3rd, 2020 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

INDENTURE, dated as of December 1, 2020, among Hilton Domestic Operating Company Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, a national banking association, as Trustee.

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

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”).

Hilton Worldwide Holdings Inc. Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • November 3rd, 2014 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

The stockholders of Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”) named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 90,000,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company, and, at the election of the Underwriters, up to 13,500,000 additional shares (the “Optional Shares”) of Stock of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the

AWARD NOTICE AND PERFORMANCE RESTRICTED SHARE AGREEMENT (Form [•]) HILTON WORLDWIDE HOLDINGS INC.
Performance Share Agreement • April 27th, 2016 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

Participant has been granted Performance Shares with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Performance Restricted Share Agreement to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Performance Restricted Share Agreement and the Plan.

AWARD NOTICE AND AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (CONVERTED AWARD – 2015 GRANT) HILTON WORLDWIDE HOLDINGS INC.
Restricted Stock Agreement • May 2nd, 2017 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

The Participant has been granted Restricted Stock with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Agreement to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Agreement and the Plan.

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).

AWARD NOTICE AND PERFORMANCE SHARE UNIT AGREEMENT HILTON 2017 OMNIBUS INCENTIVE PLAN
Performance Share Agreement • May 1st, 2019 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

The Participant has been granted Performance Shares with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Performance Share Agreement (including the appendices attached thereto) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Performance Share Agreement and the Plan.

HILTON WORLDWIDE HOLDINGS INC. STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 24, 2016
Stockholders Agreement • October 24th, 2016 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware

This Stockholders Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), HNA Tourism Group Co., Ltd., a PRC company (“HNA”), and, solely for purposes of Section 4.3, HNA Group Co., Ltd., a PRC company (“HNA Group”).

RECEIVABLES LOAN AGREEMENT Dated as of May 9, 2013 among HILTON GRAND VACATIONS TRUST I LLC, as Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION, as Paying Agent and Securities Intermediary THE PERSONS FROM TIME TO TIME PARTY HERETO AS CONDUIT LENDERS,...
Receivables Loan Agreement • October 18th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • 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.

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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 of January 2, 2017
Tax Matters Agreement • January 4th, 2017 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware

THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the day of January 2, 2017, 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”.

STOCKHOLDERS AGREEMENT by and among HILTON WORLDWIDE HOLDINGS INC., HILTON GRAND VACATIONS INC., and the Blackstone Holders (as defined herein) Dated as of January 2, 2017
Stockholders Agreement • January 4th, 2017 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of the day of January 2, 2017, 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”.

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • May 7th, 2020 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of February 29, 2020, among Hilton Domestic Operating Company Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereto (each, a “Guarantor”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).

AWARD NOTICEAND PERFORMANCE SHARE UNIT AGREEMENT HILTON 2017 OMNIBUS INCENTIVE PLAN
Award Noticeand Performance Share Unit Agreement • May 7th, 2020 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

The Participant has been granted Performance Shares with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Performance Share Agreement (including the appendices attached thereto, “Agreement”) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Agreement and the Plan.

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • May 1st, 2019 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of March 8, 2019, among each of the Subsidiary Guarantors listed on the signature pages hereto (each, a “Guaranteeing Subsidiary”), 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”).

SIXTH SUPPLEMENTAL INDENTURE
Sixth Supplemental Indenture • May 1st, 2019 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

This Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 8, 2019, among each of the Subsidiary Guarantors listed on the signature pages hereto (each, a “Guaranteeing Subsidiary”), each a subsidiary of Hilton Worldwide Finance LLC, a Delaware limited liability company (the “Parent”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).

INDENTURE Dated as of June 20, 2019 Among HILTON DOMESTIC OPERATING COMPANY INC., as the Issuer, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 4.875% SENIOR NOTES DUE 2030
Indenture • June 24th, 2019 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

INDENTURE, dated as of June 20, 2019, among Hilton Domestic Operating Company Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, a national banking association, as Trustee.

HILTON WORLDWIDE FINANCE LLC HILTON WORLDWIDE FINANCE CORP. $1,500,000,000 5.625% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENT dated October 4, 2013
Registration Rights Agreement • October 18th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

This Agreement is entered into in connection with the Purchase Agreement, dated as of September 20, 2013 (as supplemented by the joinder agreement dated the date hereof, the “Purchase Agreement”), by and among the Company, the Issuers and the Representative on behalf of the Initial Purchasers, which provides for, among other things, the sale by the Issuers to the Initial Purchasers of $1,500,000,000 in aggregate principal amount of the Issuers’ 5.625% Senior Notes due 2021 (the “Notes”). The Notes are issued under an indenture dated as of October 4, 2013 (such indenture, as amended or supplemented from time to time, the “Indenture”), by and among the Issuers, the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The payment of principal, premium, Additional Interest (as defined in the Indenture), if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees”), jointly and severally, (i) on and a

PERFORMANCE SHARE UNIT AGREEMENT HILTON 2017 OMNIBUS INCENTIVE PLAN
Award Notice And • April 26th, 2023 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

The Participant has been granted Performance Shares with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Performance Share Agreement (including the terms and conditions set forth in the appendices attached thereto, the “Agreement”) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Performance Share Agreement and the Plan.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • May 1st, 2019 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

The First Supplemental Indenture (this “Supplemental Indenture”), dated as of March 8, 2019 among each of the Subsidiary Guarantors listed on the signature pages hereto (each, a “Guaranteeing Subsidiary”), each a subsidiary of Hilton Domestic Operating Company Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).

AMENDMENT NO. 7 TO THE CREDIT AGREEMENT
Credit Agreement • February 16th, 2022 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

AMENDMENT NO. 7 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of October 21, 2021, between HILTON DOMESTIC OPERATING COMPANY INC., a Delaware corporation (the “Borrower”) and DEUTSCHE BANK AG NEW YORK BRANCH (“DB”), as Administrative Agent (in such capacity, the “Administrative Agent”).

GUARANTY OF RECOURSE CARVEOUTS
Hilton 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”).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • May 7th, 2020 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York

The Second Supplemental Indenture (this “Supplemental Indenture”), dated as of February 25, 2020 among each of the Subsidiary Guarantors listed on the signature pages hereto (each, a “Guaranteeing Subsidiary”), each a subsidiary of Hilton Domestic Operating Company Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).

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