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, 2013Playa Hotels & Resorts N.V. • March 14th, 2017 • 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 • March 14th, 2017 • Playa Hotels & Resorts N.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 • March 14th, 2017 • Playa Hotels & Resorts N.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 Kevin Froemming (“Executive”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 14th, 2017 • Playa Hotels & Resorts N.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 • March 14th, 2017 • Playa Hotels & Resorts N.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”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • March 14th, 2017 • Playa Hotels & Resorts N.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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 14th, 2017 • Playa Hotels & Resorts N.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.
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 21, 2016 by and among Playa Resorts Holding B.V., a 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”).
PORTO HOLDCO N.V., COMPUTERSHARE, INC. and COMPUTERSHARE TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of March 10, 2017Warrant Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 10, 2017, is by and between Porto Holdco N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), Computershare, Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
This SUBSCRIPTION AGREEMENT is entered into this day of , 2017, by and among Playa Hotels & Resorts N.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Issuer”), and (“Subscriber”).
PLAYA HOTELS & RESORTS N.V. RESTRICTED SHARES AGREEMENT COVER SHEETRestricted Shares Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • Delaware
Playa Hotels & Resorts N.V. (the “Company”) hereby grants Shares to the Grantee named below, subject to the vesting and other conditions set forth below (the “Restricted Shares”). Additional terms and conditions of the Restricted Shares are set forth on this cover sheet and in the attached Restricted Shares Agreement (together, the “Agreement”), and in the Playa Hotels & Resorts N.V. 2017 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED FRANCHISE AGREEMENTFranchise Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED FRANCHISE AGREEMENT (the “Amendment”) is effective as of (the “Amendment Date”) between:
COMPANY FOUNDER WARRANTS AGREEMENT FORMER PLAYA SHAREHOLDERSFormer Playa Shareholders • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
THIS COMPANY FOUNDER WARRANTS AGREEMENT, effective as of March 11, 2017 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Playa Hotels & Resorts N.V. a Dutch public limited liability company (naamloze vennootschap) (the “Company”), and [Holder] (the “Holder”).
SPONSOR EARNOUT WARRANTS AGREEMENT TPG PACE SPONSOR, LLCSponsor Earnout Warrants Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
THIS SPONSOR EARNOUT WARRANTS AGREEMENT, effective as of March 10, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Porto Holdco N.V., a Dutch public limited liability company (naamloze vennootschap) (“Holdco”), and TPG PACE Sponsor, LLC (f/k/a TPACE Sponsor Corp.), a Cayman Islands exempted company (the “Holder”).
STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)Strategic Alliance Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • Illinois
THIS STRATEGIC ALLIANCE AGREEMENT (the “Agreement”) is made and entered into as of December 14, 2016 (the “Effective Date”), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (“Hyatt”), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (“Playa”). Hyatt and Playa are each referred to as a “Party” and collectively as the “Parties.”
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 4, 2016 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”).
COMPANY FOUNDER WARRANTS AGREEMENT TPG PACE SPONSOR, LLCCompany Founder Warrants Agreement • March 14th, 2017 • Playa Hotels & Resorts N.V. • Hotels & motels • New York
THIS COMPANY FOUNDER WARRANTS AGREEMENT, effective as of March 10, 2017 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Porto Holdco N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), and TPG PACE Sponsor, LLC (f/k/a TPACE Sponsor Corp.), a Cayman Islands exempted company (the “Holder”).
