Park Hotels & Resorts Inc. Sample Contracts

Park Hotels & Resorts Inc. Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • June 5th, 2017 • Park Hotels & Resorts Inc. • Hotels & motels • New York

Park Hotels & Resorts Inc., a Delaware corporation (the “Company”) confirms that the stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”) have proposed, 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 15,000,000 shares (the “Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company. 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 singular or plural as the context requires. In addition, to the extent that there is not more than one Selling Stockholder named in Schedule I, the term Selling Stockholders shall mean either the singular or plural as the context requires.

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Park Hotels & Resorts Inc. Common Stock, par value $0.01 per share Underwriting Agreement
Park Hotels & Resorts Inc. • March 8th, 2018 • Hotels & motels • New York

Park Hotels & Resorts Inc., a Delaware corporation (the “Company”) confirms that the stockholders of the Company named in Schedule I hereto (the “Selling Stockholder”) has proposed, 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 representative (“you” or the “Representatives”), an aggregate of 34,479,524 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 5,171,929 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 Un

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • November 14th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This Indemnification Agreement is effective as of [●] (this “Agreement”) and is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (“Indemnitee”).

NONQUALIFIED STOCK OPTION AGREEMENT (CONVERTED AWARD – 2014 GRANT) PARK HOTELS & RESORTS INC.
Nonqualified Stock Option Agreement • May 4th, 2017 • Park Hotels & Resorts Inc. • Hotels & motels • New York

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

STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 2, 2017 AMONG PARK HOTELS & RESORTS INC. AND THE OTHER PARTIES HERETO
Stockholders Agreement • January 4th, 2017 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This Stockholders Agreement is entered into as of January 2, 2017 by and among Park Hotels & Resorts 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 (CONVERTED AWARD – 2016 GRANT) PARK HOTELS & RESORTS INC.
Restricted Stock Unit Agreement • May 4th, 2017 • Park Hotels & Resorts Inc. • Hotels & motels • New York

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

PERFORMANCE SHARE AGREEMENT (CONVERTED AWARD – 2014 GRANT) PARK HOTELS & RESORTS INC.
Performance Share Agreement • May 4th, 2017 • Park Hotels & Resorts Inc. • Hotels & motels • New York

This Performance Share Agreement, effective as of the Date of Grant (as defined below), is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).

REGISTRATION RIGHTS AGREEMENT by and between PARK HOTELS & RESORTS INC. and HNA TOURISM GROUP CO., LTD. Dated as of October 24, 2016
Registration Rights Agreement • November 14th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of October 24, 2016 and is by and between Park Hotels & Resorts Inc. (the “Company”) and HNA Tourism Group Co., Ltd., a PRC company (“HNA”).

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 14th, 2020 • Park Hotels & Resorts Inc. • Hotels & motels • New York

THIS CREDIT AGREEMENT, as amended, supplemented or otherwise modified from time to time (this “Agreement”) dated as of December 28, 2016 by and among PARK INTERMEDIATE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), PARK HOTELS & RESORTS INC., a Delaware corporation (the “Parent”), solely for the limited purposes described in Section 13.23., PK DOMESTIC PROPERTY LLC, a limited liability company formed under the laws of the State of Delaware (“PK Domestic LLC”), and the other Subsidiaries of the Company from time to time party hereto as Subsidiary Borrowers, each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

PERFORMANCE STOCK UNIT AGREEMENT PARK HOTELS & RESORTS INC.
Performance Stock Unit Agreement • March 1st, 2017 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This Performance Stock Unit Agreement (this “Agreement”), effective as of (the “Grant Date”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and Thomas J. Baltimore, Jr. (the “Participant”).

PARK HOTELS & RESORTS INC. STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 24, 2016
Stockholders Agreement • November 14th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This Stockholders Agreement, dated as of October 24, 2016, by and among Park Hotels & Resorts 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”).

PARK INTERMEDIATE HOLDINGS LLC, and PK DOMESTIC PROPERTY LLC, and PK FINANCE CO-ISSUER INC., as Issuers, PARK HOTELS & RESORTS INC., as Parent, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and U.S. BANK NATIONAL ASSOCIATION, as...
Indenture • September 18th, 2020 • Park Hotels & Resorts Inc. • Hotels & motels • New York

INDENTURE dated as of September 18, 2020 among Park Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), PK Domestic Property LLC, a Delaware limited liability Company (“PK Domestic LLC”), PK Finance Co-Issuer Inc., a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company and PK Domestic LLC, the “Issuers”), Park Hotels & Resorts Inc., a Delaware corporation (“Parent”), the Subsidiary Guarantors (as hereinafter defined) party hereto, and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”), and Collateral Agent (in such capacity, the “Collateral Agent”).

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
Tax Matters Agreement • November 23rd, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • 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”.

AWARD NOTICE AND RESTRICTED STOCK UNIT AGREEMENT (CONVERTED AWARD – GRANT) PARK HOTELS & RESORTS INC.
Restricted Stock Unit Agreement • May 4th, 2017 • Park Hotels & Resorts Inc. • Hotels & motels • New York

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

FORM OF MASTER TRANSITION SERVICES AGREEMENT
Master Transition Services Agreement • September 16th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • 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”).

AGREEMENT AND PLAN OF MERGER Dated as of May 5, 2019 among PARK HOTELS & RESORTS INC. PK DOMESTIC PROPERTY LLC, PK DOMESTIC SUB LLC, and CHESAPEAKE LODGING TRUST
Agreement and Plan of Merger • May 6th, 2019 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 5, 2019, is made by and among Park Hotels & Resorts Inc., a Delaware corporation (“Park”), PK Domestic Property LLC, a Delaware limited liability company and an indirect Subsidiary of Park (“Parent”), PK Domestic Sub LLC, a Delaware limited liability company and a direct Subsidiary of Parent (“Merger Sub” and, together with Park and Parent, the “Park Parties”), and Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Company”). Park, Parent, Merger Sub, and the Company are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

GUARANTY AGREEMENT
Guaranty Agreement • November 14th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of October 24, 2016, by PARK INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company having its principal place of business at c/o Park Hotels & Resorts, Inc., 7930 Jones Branch Drive, McLean, Virginia 22102 (together with its 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, DEUTSCHE BANK, AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German bank authorized by the New York Department of Financial Services, having an address at 60 Wall Street, New York, New York 10005, GOLDMAN SACHS MORTGAGE COMPANY, a Delaware limited partnership having an address at 200 West Street, New York, New York 10282, BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019, and

FORM OF MASTER TRANSITION SERVICES AGREEMENT
Master Transition Services Agreement • November 23rd, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • 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“).

RESTRICTED STOCK AGREEMENT PARK HOTELS & RESORTS INC.
Restricted Stock Agreement • February 26th, 2020 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This Restricted Stock Agreement (this “Agreement”), effective as of February 20, 2020 (the “Grant Date”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and Thomas J. Baltimore, Jr. (the “Participant”).

PERFORMANCE STOCK UNIT AGREEMENT PARK HOTELS & RESORTS INC.
Performance Stock Unit Agreement • February 26th, 2020 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This Performance Stock Unit Agreement (this “Agreement”), effective as of February 20, 2020 (the “Grant Date”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and Thomas J. Baltimore, Jr. (the “Participant”).

PERFORMANCE STOCK UNIT AGREEMENT PARK HOTELS & RESORTS INC.
Performance Stock Unit Agreement • November 10th, 2020 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This Performance Stock Unit Agreement (this “Agreement”), effective as of November 7, 2020 (the “Grant Date”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and (the “Participant”).

RESTRICTED STOCK AGREEMENT PARK HOTELS & RESORTS INC.
Restricted Stock Agreement • February 26th, 2020 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This Restricted Stock Agreement (this “Agreement”), effective as of February 20, 2020 (the “Grant Date”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant”).

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MASTER AMENDMENT AND OPTION AGREEMENT
Master Amendment and Option Agreement • March 5th, 2018 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

THIS MASTER AMENDMENT AND OPTION AGREEMENT (this “Agreement”), dated as of March 5, 2018, is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), HNA Tourism Group Co., Ltd., a People’s Republic of China (“PRC”) company (“HNA”), and HNA HLT Holdco I LLC, a Delaware limited liability company (the “Selling Stockholder”).

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 , 2016
Distribution Agreement • September 16th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • 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.

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 14th, 2020 • Park Hotels & Resorts Inc. • Hotels & motels • New York

THIS DELAYED DRAW TERM LOAN AGREEMENT, as amended, supplemented or otherwise modified from time to time (this “Agreement”) dated as of August 28, 2019 by and among PARK INTERMEDIATE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware (the “Company” or the “Borrower Representative”), PK DOMESTIC PROPERTY LLC, a limited liability company formed under the laws of the State of Delaware (“PK Domestic LLC”), as a Borrower, PARK HOTELS & RESORTS INC., a Delaware corporation (the “Parent”), solely for the limited purposes described in Section 13.23., the Subsidiaries of the Company from time to time party hereto as Subsidiary Borrowers, each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).

AMENDED AND RESTATED PERFORMANCE STOCK UNIT AGREEMENT PARK HOTELS & RESORTS INC.
Performance Stock Unit Agreement • May 2nd, 2022 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This Amended and Restated Performance Stock Unit Agreement (this “Agreement”), dated , but effective as of (the “Grant Date”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and Thomas J. Baltimore, Jr. (the “Participant”).

PARK INTERMEDIATE HOLDINGS LLC, and PK DOMESTIC PROPERTY LLC, and PK FINANCE CO-ISSUER INC., as Issuers, PARK HOTELS & RESORTS INC., as Parent, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and U.S. BANK NATIONAL ASSOCIATION, as...
Supplemental Indenture • May 14th, 2021 • Park Hotels & Resorts Inc. • Hotels & motels • New York

INDENTURE dated as of May 14, 2021 among Park Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), PK Domestic Property LLC, a Delaware limited liability Company (“PK Domestic LLC”), PK Finance Co-Issuer Inc., a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company and PK Domestic LLC, the “Issuers”), Park Hotels & Resorts Inc., a Delaware corporation (“Parent”), the Subsidiary Guarantors (as hereinafter defined) party hereto, and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”), and Collateral Agent (in such capacity, the “Collateral Agent”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 16th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 26th day of April 2016, by and between Hilton Worldwide, Inc. (the “Company”), and Thomas J. Baltimore, Jr. (the “Executive”).

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 23rd, 2023 • Park Hotels & Resorts Inc. • Hotels & motels

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2022, among PK Risk Management LLC, a Hawaiian limited liability company (the “Guaranteeing Entity”), Park Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), PK Domestic Property LLC, a Delaware limited liability company (“PK Domestic LLC”), PK Finance Co-Issuer Inc., a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company and PK Domestic LLC, the “Issuers”), and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”), in each case, under the Indenture referred to below, as ratified by the other Guarantors (as defined in the Indenture referred to herein).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • May 11th, 2020 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is entered into by and between Park Hotels & Resorts Inc. (the “Company”) and Matthew A. Sparks (“Executive”) (collectively, the “Parties”), and shall be effective as set forth in Section 6(a).

First AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 1st, 2019 • Park Hotels & Resorts Inc. • Hotels & motels • New York

First AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 14, 2019, by and among PARK INTERMEDIATE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), PARK HOTELS & RESORTS INC., a Delaware corporation (the “Parent”), the Subsidiaries of the Company party hereto as Subsidiary Borrowers, each of the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 23rd, 2023 • Park Hotels & Resorts Inc. • Hotels & motels

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2022, among PK Risk Management LLC, a Hawaiian limited liability company (the “Guaranteeing Entity”), Park Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), PK Domestic Property LLC, a Delaware limited liability company (“PK Domestic LLC”), PK Finance Co-Issuer Inc., a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company and PK Domestic LLC, the “Issuers”), and The Bank of New York Mellon, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”), in each case, under the Indenture referred to below, as ratified by the other Guarantors (as defined in the Indenture referred to herein).

LOAN AGREEMENT Dated as of October 24, 2016 By and Among HILTON HAWAIIAN VILLAGE LLC, as Borrower and HILTON HAWAIIAN VILLAGE LESSEE LLC, as Operating Lessee and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, DEUTSCHE BANK, AG, NEW YORK BRANCH, GOLDMAN...
Loan Agreement • November 14th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • New York

THIS LOAN AGREEMENT, dated as of October 24, 2016 (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, DEUTSCHE BANK, AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German bank authorized by the New York Department of Financial Services, having an address at 60 Wall Street, New York, New York 10005, GOLDMAN SACHS MORTGAGE COMPANY, a Delaware limited partnership having an address at 200 West Street, New York, New York 10282, BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019, and MORGAN STANLEY BANK, N.A., a national banking association, having an address at 1585 Broadway, 25th Floor, New York, New York 10036 (together with their respective successors

INCREASING LENDER SUPPLEMENT
Increasing Lender Supplement • September 14th, 2020 • Park Hotels & Resorts Inc. • Hotels & motels

INCREASING LENDER SUPPLEMENT, dated September 14, 2020 (this “Supplement”), by and among each of the signatories hereto, to the Credit Agreement, dated as of December 28, 2016 (as amended by that certain First Amendment to Credit Agreement dated as of June 14, 2019, that certain Second Amendment to Credit Agreement dated as of August 28, 2019, that certain Third Amendment to Credit Agreement dated as of May 8, 2020, and from and after the Fourth Amendment Effective Date, that certain Fourth Amendment to Credit Agreement dated as of September 14, 2020, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among PARK INTERMEDIATE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), PARK HOTELS & RESORTS INC., a Delaware corporation (the “Parent”), PK DOMESTIC PROPERTY LLC, a limited liability company formed under the laws of the State of Delaware

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 2nd, 2022 • Park Hotels & Resorts Inc. • Hotels & motels • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 1, 2022 by and among PARK INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (the “Company”), PARK HOTELS & RESORTS INC., a Delaware corporation (the “Parent”), PK DOMESTIC PROPERTY LLC, a Delaware limited liability company (“PK Domestic LLC”), and the other Subsidiaries of the Company from time to time party hereto as Subsidiary Borrowers, each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

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