CREDIT AGREEMENT Dated as of June 29, 2005 among GLOBAL HYATT CORPORATION, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTIES HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION, as...Credit Agreement • August 5th, 2009 • Hyatt Hotels Corp • Illinois
THIS CREDIT AGREEMENT, dated as of June 29, 2005 (the “Credit Agreement”), is by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “Borrower”), those Material Domestic Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto and such other Subsidiaries of the Borrower as may from time to time become a party hereto (the “Guarantors”), the lenders named herein and such other lenders as may become a party hereto (collectively, the “Lenders” and individually, a “Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), THE ROYAL BANK OF SCOTLAND plc, as Syndication Agent for the Lenders (in such capacity, the “Syndication Agent”) and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., DEUSTCHE BANK AG NEW YORK BRANCH and BNP PARIBAS, as Co-Documentation Agents for the Lenders.
GLOBAL HYATT CORPORATIONAward Agreement • August 5th, 2009 • Hyatt Hotels Corp
The Stock Appreciation Rights Award that is described and made pursuant to this Stock Appreciation Award Agreement (as amended from time to time, this “Award Agreement”) is issued under the Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, “Plan”). By your signature on this Award Agreement:
GLOBAL HYATT CORPORATION Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 5th, 2009 • Hyatt Hotels Corp
• without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement dated as of March 11, 2008 (as amended from time to time, the “Stockholders’ Agreement”), and any shares of common stock of Global Hyatt Corporation issued upon settlement of the RSU shall be subject to the rights and restrictions contained therein; and
GLOBAL HYATT CORPORATION Stock Appreciation Rights Award AgreementAward Agreement • August 5th, 2009 • Hyatt Hotels Corp
• without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement dated as of March 11, 2008 (as amended from time to time, the “Stockholders’ Agreement”), and any shares of common stock of Global Hyatt Corporation issued upon exercise of SARs shall be subject to the rights and restrictions contained therein; and
TAX SEPARATION AGREEMENTTax Separation Agreement • August 5th, 2009 • Hyatt Hotels Corp • Delaware
TAX SEPARATION AGREEMENT, dated as of June 30, 2004, by and among H Group Holding, Inc., a Delaware corporation (“Holding”), Hyatt Corporation, a Delaware corporation (“Hyatt”), CC-Development Group, Inc., a Delaware corporation (“Classic”), and each of their respective direct and indirect Subsidiaries. References herein to a “Party” (or “Parties”) to this Agreement, shall refer to Holding, Hyatt and Classic.
A COPY OF THIS AGREEMENT MUST BE CARRIED IN THE AIRCRAFT WHILE IT IS BEING OPERATED HEREUNDER. AIRCRAFT ADMINISTRATIVE AND FLIGHT SERVICES AGREEMENTAircraft Administrative and Flight Services Agreement • August 5th, 2009 • Hyatt Hotels Corp • Illinois
THIS AIRCRAFT ADMINISTRATIVE AND FLIGHT SERVICES AGREEMENT (this “Agreement”) is made as of March 18, 2008 between ROSEMONT PROJECT MANAGEMENT, L.L.C., a Delaware limited liability company (the “Owner”), and THE MARMON GROUP LLC, a Delaware limited liability company (f/k/a The Marmon Group, Inc., the “Provider”).
SMG Philadelphia, PA 19106Lease Agreement • August 5th, 2009 • Hyatt Hotels Corp
Reference is made to that Indenture of Lease (the “Lease Agreement”), dated as October 15, 1979, by and between the County of Nassau and Hyatt Management Corporation of New York, Inc. (“HMC”). Pursuant to the terms of the Lease Agreement, Hyatt Corporation (“Hyatt”) guaranteed certain obligations of HMC. HMC’s successor subsequently assigned its rights and obligations under the Lease Agreement to SMG, a Pennsylvania general partnership (“SMG”). In connection with and as a condition to the acquisition of SMG by affiliates of American Capital, SMG has agreed to indemnify Hyatt for its obligations under the Lease Agreement, as set forth herein.
GLOBAL HYATT CORPORATION Special Cash Award AgreementHyatt Hotels Corp • August 5th, 2009
The Performance Award that is described and made pursuant to this Special Cash Award Agreement (as amended from time to time, this “Award Agreement”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, the “Plan”). By your signature on this Award Agreement:
TIME SHARING AGREEMENTTime Sharing Agreement • August 5th, 2009 • Hyatt Hotels Corp
This Time Sharing Agreement (this “Agreement”) is made and entered into as of October 2, 2006 among ROSEMONT PROJECT MANAGEMENT, L.L.C., a Delaware limited liability company (the “Owner”) and the following parties (each individually a “Lessee” and collectively the “Lessees”): MARMON HOLDINGS, INC., a Delaware corporation, GLOBAL HYATT CORPORATION, a Delaware corporation, PRITZKER REALTY GROUP, L.P., a Delaware limited partnership, TRANS UNION CORP., a Delaware corporation, CC-DEVELOPMENT GROUP, INC., a Delaware corporation, H GROUP HOLDING, INC., a Delaware corporation, THE PRITZKER ORGANIZATION, L.L.C, a Delaware limited liability company, INTERNATIONAL FINANCIAL ADVISORS, INC., an Illinois corporation, U.S. FINANCIAL ADVISORS, INC., an Illinois corporation, DIVERSIFIED FINANCIAL MANAGEMENT CORP., a Delaware corporation, and Karl J. Breyer, Marshall E. Eisenberg, and Thomas J. Pritzker, not individually but as Co-Trustees of each of the trusts described on the attached Schedule A.
Hyatt Hotels Corporation 71 South Wacker Drive Chicago, IL 60606 317-780-5816 Fax: 312-780-5282Hyatt Hotels Corp • August 5th, 2009
FOREIGN GLOBAL HYATT AGREEMENTForeign Global Hyatt Agreement • August 5th, 2009 • Hyatt Hotels Corp • Illinois
GLOBAL HYATT AGREEMENTGlobal Hyatt Agreement • August 5th, 2009 • Hyatt Hotels Corp • Illinois
Hyatt Hotels Corporation 71 South Wacker Drive Chicago, IL 60606 312-780-5816 Fax: 312-780-5282Hyatt Hotels Corp • August 5th, 2009
Page 1. Definitions 1 1.1. Additional Rent 1 1.2. Commencement Date 2 1.3. Net Rent 2 1.4. Sublease Term 2 1.5. Subtenant’s Share 2 2. Sublease of Subleased Premises 2 2.1. Initial Term 2 2.2. Renewal Option 3 3. Delivery of the Subleased Premises 3...Confirmation Agreement • August 5th, 2009 • Hyatt Hotels Corp • Illinois
This SUBLEASE (this “Sublease”) is made as of the 15th day of June, 2004, by and between HYATT CORPORATION, a Delaware corporation (“Sublandlord”), and PRITZKER REALTY GROUP, L.P., an Illinois limited partnership (“Subtenant”), with reference to the following:
EMPLOYEE BENEFITS AND OTHER EMPLOYMENT MATTERS ALLOCATION AND SEPARATION AGREEMENT BY AND AMONG HYATT CORPORATION HYATT GAMING MANAGEMENT, INC. H GROUP HOLDING, INC. HCC CORPORATION AND GRAND VICTORIA CASINO & RESORT, L.P. Effective as of July 1, 2004Allocation and Separation Agreement • August 5th, 2009 • Hyatt Hotels Corp • Illinois
THIS EMPLOYEE BENEFITS AND OTHER EMPLOYMENT MATTERS ALLOCATION AND SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2004, by and among HYATT CORPORATION, a Delaware corporation (“Hyatt”), HYATT GAMING MANAGEMENT, INC. a Nevada corporation (“HGMI”), H GROUP HOLDING, INC., a Delaware corporation (“H-Group”), HCC CORPORATION, a Nevada corporation (“HCC”) and GRAND VICTORIA CASINO & RESORT, L.P., a Delaware limited partnership (“Grand Victoria”), effective as of the Closing (as defined below).
GLOBAL HYATT CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2009 • Hyatt Hotels Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 28, 2007 (the “Effective Date”), is by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “Company”), and the Persons listed on Schedule 1 attached hereto (the “Stockholders”).
GLOBAL HYATT CORPORATION Special Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 5th, 2009 • Hyatt Hotels Corp
• without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement, dated as of March 11, 2008 (as amended from time to time, the “Stockholders’ Agreement”), and any shares of Common Stock of Global Hyatt Corporation issued upon settlement of the RSU shall be subject to the rights and restrictions contained therein; and
TIME SHARING AGREEMENTTime Sharing Agreement • August 5th, 2009 • Hyatt Hotels Corp • Illinois
This Time Sharing Agreement (this “Agreement”) is made and entered into as of July 1, 2009 between NAVIGATOR INVESTMENTS, L.L.C., a Delaware corporation (“Owner”) and GLOBAL HYATT CORPORATION, a Delaware corporation (“Lessee”).
TIME SHARING AGREEMENTTime Sharing Agreement • August 5th, 2009 • Hyatt Hotels Corp
LICENSE AGREEMENTLicense Agreement • August 5th, 2009 • Hyatt Hotels Corp • Illinois
THIS LICENSE AGREEMENT (this “Agreement”), dated as of December 31, 2008 (the “Effective Date”), is entered into by and between Hyatt Corporation, a Delaware corporation (“Licensor”), and CC-Development Group, Inc., a Delaware corporation (“Licensee”). Each of Licensor and Licensee are sometimes referred to herein, individually, as a “Party” and, collectively as the “Parties.”
GLOBAL HYATT CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 5th, 2009 • Hyatt Hotels Corp • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT, dated December 18, 2006 (the “Effective Date”), by and between Global Hyatt Corporation, a Delaware corporation (the “Company”), and Mark S. Hoplamazian (“Executive”).
GLOBAL HYATT CORPORATIONStockholders’ Agreement • August 5th, 2009 • Hyatt Hotels Corp • Delaware
THIS GLOBAL HYATT CORPORATION 2007 STOCKHOLDERS’ AGREEMENT, dated as of August 28, 2007 (the “Effective Date”), is made by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the “Company”), each Person identified on Schedule 1 hereto, and any other Person who becomes a party to this Agreement pursuant to the provisions hereof (each, individually, a “Stockholder” and, collectively, the “Stockholders”).
Page 1. Definitions 1 1.1. Additional Rent 1 1.2. Commencement Date 2 1.3. Net Rent 2 1.4. Sublease Term 2 1.5. Subtenant’s Share 2 2. Sublease of Subleased Premises 2 2.1. Initial Term 2 2.2. Renewal Option 2 3. Delivery of the Subleased Premises 3...Sublease • August 5th, 2009 • Hyatt Hotels Corp • Illinois
This SUBLEASE (this “Sublease”) is made as of the 15th day of June, 2004, by and between HYATT CORPORATION, a Delaware corporation (“Sublandlord”), and THE PRITZKER ORGANIZATION, L.L.C., a Delaware limited liability company (“Subtenant”), with reference to the following:
GLOBAL HYATT CORPORATION Non-Employee Director Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 5th, 2009 • Hyatt Hotels Corp
The Restricted Stock Unit Award that is described and made pursuant to this Restricted Stock Unit Award Agreement (as amended from time to time, this “Award Agreement”) is issued under the Amended and Restated Global Hyatt Corporation Long-Term Incentive Plan (as amended from time to time, “LTIP”) and the Global Hyatt Corporation Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”). By your signature on this Award Agreement:
AMENDED AND RESTATED OFFICE LEASE BETWEEN FRANKMON LLC, AS LANDLORD AND HYATT CORPORATION, AS TENANT 71 SOUTH WACKER DRIVE, CHICAGO, ILLINOISLease • August 5th, 2009 • Hyatt Hotels Corp • Illinois
THIS AMENDED AND RESTATED OFFICE LEASE is made as of the 15th day of June, 2004, between FRANKMON LLC, a Delaware limited liability company (“Landlord”), and HYATT CORPORATION., a Delaware corporation (“Tenant”). As used in this Amended and Restated Office Lease and any of the Exhibits hereto, the term “Lease” shall mean this Amended and Restated Office Lease and all of the Exhibits hereto, and the terms “hereto”, “herein”, etc. shall have the correlative meanings. Initial capitalized terms are used in this Lease with the meanings ascribed to them throughout the provisions hereof.
GLOBAL HYATT CORPORATION Non-Employee Director Restricted Stock Award AgreementRestricted Stock Award Agreement • August 5th, 2009 • Hyatt Hotels Corp
• without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement dated as of March 11, 2008 (as amended from time to time, the “Stockholders’ Agreement”), and all shares of Common Stock issued as Restricted Stock shall be subject to the rights and restrictions contained therein; and
GLOBAL HYATT CORPORATION Special Restricted Stock Unit Award AgreementSpecial Restricted Stock Unit Award Agreement • August 5th, 2009 • Hyatt Hotels Corp
• without any further action on your part, you agree to be deemed a party to, a signatory of and bound by the Amended and Restated Global Hyatt Corporation Incentive Award Stockholders’ Agreement dated as of March 11, 2008 (as amended from time to time, the “Stockholders’ Agreement”), and any shares of common stock of Global Hyatt Corporation issued upon settlement of the RSU shall be subject to the rights and restrictions contained therein; and
OMNIBUS OFFICE SERVICES AGREEMENTOmnibus Office Services Agreement • August 5th, 2009 • Hyatt Hotels Corp • Illinois
THIS OMNIBUS OFFICE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of August, 2006, by and among the parties whose names are listed on the signature page hereof under the heading “Signatories” (each a “Signatory” and collectively the “Signatories”) and Pritzker Realty Group, L.P., an Illinois limited partnership (“PRG”), as Administrator (as defined herein).
SUBLEASE Between HYATT CORPORATION, as Sublandlord and H GROUP HOLDING, INC., as Subtenant 71 South Wacker Drive Chicago, IllinoisSublease • August 5th, 2009 • Hyatt Hotels Corp • Illinois
This SUBLEASE (this “Sublease”) is made as of the 15th day of June, 2004, by and between HYATT CORPORATION, a Delaware corporation (“Sublandlord”), and H GROUP HOLDING, INC., a Delaware corporation (“Subtenant”), with reference to the following:
Page 1. Definitions 1 1.1. Additional Rent 1 1.2. Commencement Date 2 1.3. Net Rent 2 1.4. Sublease Term 2 1.5. Subtenant’s Share 2 2. Sublease of Subleased Premises 2 2.1. Initial Term 2 2.2. Renewal Option 2 3. Delivery of the Subleased Premises 3...Sublease • August 5th, 2009 • Hyatt Hotels Corp • Illinois
This SUBLEASE (this “Sublease”) is made as of the 15th day of June, 2004, by and between HYATT CORPORATION, a Delaware corporation (“Sublandlord”), and CC-DEVELOPMENT GROUP, INC., a Delaware corporation (“Subtenant”), with reference to the following:
FRANCHISE AGREEMENT between HYATT PLACE FRANCHISING, L.L.C. and ENTITY NAME CAPSFranchise Agreement • August 5th, 2009 • Hyatt Hotels Corp • Illinois
This Franchise Agreement (“Agreement” or “Franchise Agreement”) is made and entered into as of , 20 (the “Effective Date”) (regardless of the dates of the parties’ signatures) by and between HYATT PLACE FRANCHISING, L.L.C., a Delaware limited liability company having its principal business address at 200 West Monroe, 8th Floor, Chicago, Illinois 60606 (“we,” “our,” or “us”), and ENTITYNAMECAPS, a ENTITY having an address at ENTITYADDRESS (“you” or “your”).
ARAMARK CorporationLease Agreement • August 5th, 2009 • Hyatt Hotels Corp
Reference is made to that Indenture of Lease (the “Lease Agreement”), dated as October 15, 1979, by and between the County of Nassau and Hyatt Management Corporation of New York, Inc. (“HMC”). Pursuant to the terms of the Lease Agreement, Hyatt Corporation (“Hyatt”) guaranteed certain obligations of HMC. HMC’s successor subsequently assigned its rights and obligations under the Lease Agreement to SMG, a Pennsylvania general partnership (“SMG”). In connection with and as a condition to the acquisition of SMG by affiliates of American Capital, SMG agreed to indemnify Hyatt for its obligations under the Lease Agreement, as set forth in an indemnification letter agreement dated as of June 14, 2007 (the “SMG Indemnification Agreement”), which indemnification obligation is supported by a letter of credit as required thereunder (the “L/C”).
