AMENDED AND RESTATED LICENSE AGREEMENT by and between HILTON WORLDWIDE HOLDINGS INC. and HILTON GRAND VACATIONS INC. Dated as of March 10, 2021HGV License Agreement • March 11th, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This AMENDED AND RESTATED HGV LICENSE AGREEMENT (the “Agreement”), dated as of March 10, 2021 (the “Amendment Date”), is entered into 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.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG HILTON GRAND VACATIONS INC., HILTON GRAND VACATIONS BORROWER LLC, DAKOTA HOLDINGS, INC., AP VIII DAKOTA HOLDINGS, L.P., AS THE SELLER REPRESENTATIVE, AP VIII DAKOTA HOLDINGS, L.P., AP DAKOTA CO-INVEST, L.P.,...Agreement and Plan of Merger • March 11th, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 10, 2021 (the “Agreement Date”), is by and among Hilton Grand Vacations Inc., a Delaware corporation (“Parent”); Hilton Grand Vacations Borrower LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub” or “HGV Borrower”); Dakota Holdings, Inc., a Delaware corporation (the “Company”); AP VIII Dakota Holdings, L.P., a Delaware limited partnership, solely as the representative of the Sellers (as hereafter defined) (the “Seller Representative”), AP VIII Dakota Holdings, L.P., a Delaware limited partnership (“AP VIII Holdings”), AP Dakota Co-Invest, L.P., a Delaware limited partnership (“AP VIII Co-Invest” and, together with AP VIII Holdings, the “Apollo Sellers”), RCP Dakota Co-Invest, L.P., a Cayman Islands exempted limited partnership (“RCP Investor 1”), Reverence Capital Partners Opportunities Fund I, L.P., a Delaware limited partnership (“RCP Investor 2”), Reverence Capital Par
Project Odyssey Commitment LetterExisting Credit Agreement • March 11th, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
All capitalized terms used herein but not defined herein shall have the meanings provided in the letter agreement to which this Exhibit D is attached or in the other Exhibits to such letter agreement, as applicable.
