CREDIT AGREEMENT Dated as of December 28, 2016, Among HILTON GRAND VACATIONS PARENT LLC as Parent, HILTON GRAND VACATIONS BORROWER LLC as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK AG NEW YORK BRANCH, as...Credit Agreement • January 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • 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 December 28, 2016, among HILTON GRAND VACATIONS PARENT LLC, a Delaware limited liability company (“Parent”), HILTON GRAND VACATIONS BORROWER 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”).
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, 2017Stockholders Agreement • January 4th, 2017 • 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 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”.
MASTER TRANSITION SERVICES AGREEMENTMaster Transition Services Agreement • January 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Master Transition Services Agreement (this “Agreement”) is entered into as of January 2, 2017, 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“).
LICENSE AGREEMENT by and between HILTON WORLDWIDE HOLDINGS INC. and HILTON GRAND VACATIONS INC. Dated as of January 2, 2017HGV License Agreement • January 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This HGV LICENSE AGREEMENT dated as of January 2, 2017 (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.”
STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 2, 2017 AMONG HILTON GRAND VACATIONS INC. AND THE OTHER PARTIES HERETOStockholders Agreement • January 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Stockholders Agreement is entered into as of January 2, 2017 by and among Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
Stockholders Agreements Blackstone Stockholders AgreementBlackstone Stockholders Agreement • January 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places
We intend to enter into a stockholders agreement with Blackstone that will be substantially the same as Blackstone’s stockholders agreement currently in effect with Hilton Parent.
