FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “Supplemental Indenture”), dated as of September 22, 2016, among Hilton Escrow Issuer LLC, a Delaware limited liability company (the “Escrow Issuer”), Hilton Escrow Issuer Corp., a Delaware corporation (the “Escrow Co-Issuer” and, together with the Escrow Issuer, the “Escrow Issuers”), Hilton Domestic Operating Company Inc., a Delaware corporation (the “New Issuer”), Hilton Worldwide Holdings Inc., a Delaware corporation (“Holdings”), Hilton Worldwide Finance LLC, Delaware limited liability company (“Parent”), each of the Subsidiary Guarantors listed on the signature pages hereto (collectively, together with Holdings and Parent, the “New Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Escrow Issuers have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of August 18, 2016, providing for the issuance of an unlimited aggregate principal amount of 4.250% Senior Notes due 2024 (the “Notes”);
WHEREAS, substantially concurrently with the execution of this Supplemental Indenture, the Escrow Issuers will merge with and into the New Issuer, with the New Issuer continuing as the surviving entity (the “Merger”);
WHEREAS, Section 12.05 of the Indenture provides that, the New Issuer may assume all obligations of the Escrow Issuers in respect of the Notes and the Indenture, so long as, among other things, the New Issuer and the New Guarantors execute and deliver to the Trustee a supplemental indenture pursuant to which (i) the New Issuer will become a party to the Indenture and expressly assume the Escrow Issuers’ obligations under the Notes and the Indenture, the New Issuer will be substituted for, and may exercise every right and power of, the Escrow Issuers under this Indenture and the Escrow Issuers will be released from all obligations hereunder and (ii) each New Guarantor will become a Guarantor under the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the Holders.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Agreement to be Bound. (a) The New Issuer acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) unconditionally assume the Escrow Issuers’ obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Sections 12.05 and 12.06 of the Indenture; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to the New Issuer; and (iii) perform all obligations and duties required of the Issuer pursuant to the Indenture.
(b) Each New Guarantor acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to, such New Guarantor; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each New Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.
(3) Notices. All notices or other communications to the New Issuer or any New Guarantor shall be given as provided in Section 13.02 of the Indenture.
(4) Applicability of Covenants. Following the Escrow Release Date, the provisions of Article 4 of the Indenture shall be deemed to have been applicable to Parent and all of its Restricted Subsidiaries (including the New Issuer) beginning on the Issue Date and, to the extent that Parent and its Restricted Subsidiaries (including the New Issuer) took any action or inaction after the Issue Date and prior to the Escrow Release Date that is prohibited under this Indenture, the New Issuer shall be deemed to be in Default on such date. Without limiting the following, if a Change of Control Triggering Event occurs on any date prior to the Escrow Release Date, such event shall be deemed to have occurred on such date.
(5) Execution and Delivery. The New Issuer agrees that the Notes shall remain in full force and effect notwithstanding the absence of any endorsement of the New Issuer or the Notes, and each New Guarantor agrees that its Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
(6) Release of Obligations. Upon execution of this Supplemental Indenture by the New Issuer, the New Guarantors and the Trustee, the Escrow Issuers shall be unconditionally and irrevocably released and discharged from all obligations and liabilities under the Indenture and the Notes.
(7) Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
(8) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, or direct or indirect member, partner or stockholder of Parent, the New Issuer or any New Guarantor shall have any liability for any obligations of Parent, the New Issuer or the New Guarantors (other than in their capacity as Issuer or Guarantor) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
(9) Governing Law. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(10) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
(11) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(12) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Issuer and New Guarantors.
(13) Benefits Acknowledged. The Guarantee of each New Guarantor is subject to the terms and conditions set forth in the Indenture. Each New Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to such Guarantee are knowingly made in contemplation of such benefits.
(14) Successors. All agreements of the New Issuer and each New Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
(15) Effective Time. This Supplemental Indenture shall be effective as of 10:00 a.m. (New York City time) on the date hereof.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
HILTON WORLDWIDE PARENT LLC,
as Guaranteeing Parent Company
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON DOMESTIC OPERATING COMPANY INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
| |
| By: | /s/ W. Thomas Morris, II
Name: W. Thomas Morris, II
Title: Vice President |
HILTON ESCROW ISSUER LLC
| |
| By: | /s/ Sean M. Dell’Orto
Name: Sean M. Dell’Orto
Title: President |
HILTON ESCROW ISSUER CORP.
| |
| By: | /s/ Sean M. Dell’Orto
Name: Sean M. Dell’Orto
Title: President |
HILTON WORLDWIDE HOLDINGS INC.
| |
| By: | /s/ Sean M. Dell’Orto
Name: Sean M. Dell’Orto
Title: Senior Vice President and Treasurer |
HILTON WORLDWIDE FINANCE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON DOMESTIC OPERATING COMPANY INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
90210 BILTMORE MANAGEMENT, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
90210 DESERT RESORTS MANAGEMENT CO., LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
90210 GRAND WAILEA MANAGEMENT CO., LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
90210 LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
90210 MANAGEMENT COMPANY, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
ANDIAMO’S O’HARE, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
BALLY’S GRAND PROPERTY SUB I, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
BLUE BONNET SECURITY, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
CHESTERFIELD VILLAGE HOTEL, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
COMPRIS HOTEL LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
CONRAD INTERNATIONAL (BELGIUM) LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
CONRAD INTERNATIONAL (EGYPT) RESORTS CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
CONRAD INTERNATIONAL (INDONESIA) CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
CONRAD INTERNATIONAL INVESTMENT (JAKARTA) CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
CONRAD INTERNATIONAL MANAGE (CIS) LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
CONRAD MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DESTINATION RESORTS LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DOUBLETREE DTWC LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DOUBLETREE HOTEL SYSTEMS LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DOUBLETREE HOTELS LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DOUBLETREE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DOUBLETREE MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DT MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DT REAL ESTATE, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTM ATLANTA/LEGACY, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTM CAMBRIDGE, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTM COCONUT GROVE, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTM LARGO, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTM MARYLAND, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTM SANTA CLARA LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTM WALNUT CREEK, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTR FCH HOLDINGS, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTR PAH HOLDING, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTR SAN ANTONIO, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
DTR TM HOLDINGS, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EJP LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EMBASSY DEVELOPMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EMBASSY EQUITY DEVELOPMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EMBASSY MEMPHIS CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EMBASSY SUITES (ISLA VERDE), INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EMBASSY SUITES CLUB NO. 1, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EMBASSY SUITES CLUB NO. THREE, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EMBASSY SUITES CLUB NO. TWO, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EMBASSY SUITES MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EMBASSY SYRACUSE DEVELOPMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
EPAM CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
FLORIDA CONRAD INTERNATIONAL CORP.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
GRAND VACATIONS REALTY, LLC
| |
| By: | /s/ Mark Wang
Name: Mark Wang
Title: President |
GRAND VACATIONS SERVICES LLC
| |
| By: | /s/ Mark Wang
Name: Mark Wang
Title: President |
GRAND VACATIONS TITLE, LLC
| |
| By: | /s/ Mark Wang
Name: Mark Wang
Title: President |
HAMPTON INNS LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HAMPTON INNS MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HAPEVILLE INVESTORS, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HHC BC ORLANDO, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HHC ONE PARK BOULEVARD, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HIC FIRST LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HIC GAMING CALIFORNIA, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HIC HOLDINGS LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HIC HOTELS U.S.A. LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HIC RACING CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HIC SAN PABLO LIMITED, INC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HIC SAN PABLO, L.P.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HIC SECOND LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON BEVERAGE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON CHICAGO BEVERAGE I LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON CHICAGO BEVERAGE II LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON CHICAGO BEVERAGE III LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON CHICAGO BEVERAGE IV LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON CORPORATE DIRECTOR LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON EL CON MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON EL CON OPERATOR LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON ELECTRONIC DISTRIBUTION SYSTEMS, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON FRANCHISE HOLDING LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON GARDEN INNS MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON GRAND VACATIONS CLUB, LLC
| |
| By: | /s/ Mark Wang
Name: Mark Wang
Title: President |
HILTON GRAND VACATIONS COMPANY, LLC
| |
| By: | /s/ Mark Wang
Name: Mark Wang
Title: President |
HILTON GRAND VACATIONS FINANCING, LLC
| |
| By: | /s/ Mark Wang
Name: Mark Wang
Title: President |
HILTON GRAND VACATIONS MANAGEMENT, LLC
| |
| By: | /s/ Mark Wang
Name: Mark Wang
Title: President |
HILTON HAWAII CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON HHONORS WORLDWIDE, L.L.C.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON HOLDINGS, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON HOSPITALITY, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON ILLINOIS, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON ILLINOIS HOLDINGS LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON INNS LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON INTERNATIONAL HOLDING LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON KINGSLAND 1, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON NEW JERSEY SERVICE CORP.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON OPB, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON ORLANDO PARTNERS III, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON RECREATION LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON RESORTS CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON RESORTS MARKETING CORP.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON SAN DIEGO LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON SPRING CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON SUPPLY MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON SYSTEMS SOLUTIONS, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON SYSTEMS, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON WORLDWIDE FINANCE CORP.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
PARK HOTELS & RESORTS INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON-OCCC HOTEL, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HILTON-OCCC MEZZ LENDER, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT AUDUBON LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT CA HILTON LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT CONRAD DOMESTIC LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT CONRAD GP LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT DOMESTIC JV HOLDINGS LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT DOMESTIC OWNER LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT ESP INTERNATIONAL FRANCHISE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT ESP INTERNATIONAL FRANCHISOR CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT ESP INTERNATIONAL MANAGE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT ESP INTERNATIONAL MANAGEMENT CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT ESP MANAGE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT EXISTING FRANCHISE HOLDING LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT FRANCHISE II BORROWER LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT HQ SPE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT HSM HOLDING LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT HSS HOLDING LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT JV ACQUISITION LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT LIFESTYLE INTERNATIONAL FRANCHISE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT LIFESTYLE INTERNATIONAL FRANCHISOR CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT LIFESTYLE INTERNATIONAL MANAGE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT LIFESTYLE INTERNATIONAL MANAGEMENT CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT LIFESTYLE MANAGE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT MEMPHIS DATA LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT O’HARE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT OPERATE DTWC LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT OWNED II HOLDING LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT OWNED II-A BORROWER LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HLT PALMER LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HOMEWOOD SUITES MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HOTEL CLUBS OF CORPORATE WOODS, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HOTELS STATLER COMPANY, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HPP HOTELS USA,LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HPP INTERNATIONAL LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
HRC ISLANDER LLC
| |
| By: | /s/ Mark Wang
Name: Mark Wang
Title: President |
HTGV, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
INNVISION, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
INTERNATIONAL RIVERCENTER LESSEE L.L.C.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
LOCKWOOD PALMER ROUSE, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
MERJTEX, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
PEACOCK ALLEY SERVICE COMPANY, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
POTTER’S BAR PALMER HOUSE, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
PROMUS HOTEL SERVICES, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
PROMUS HOTELS FLORIDA LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
PROMUS HOTELS LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
PROMUS HOTELS MINNEAPOLIS, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
PROMUS HOTELS PARENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
PROMUS OPERATING LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
PROMUS/KINGSTON DEVELOPMENT CORPORATION
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
SALC, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
SAMANTHA HOTEL LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
SUITE LIFE LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
TEX HOLDINGS, INC.
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
WALDORF=ASTORIA MANAGEMENT LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
WA COLLECTION INTERNATIONAL, LLC
| |
| By: | /s/ W. Steven Standefer
Name: W. Steven Standefer
Title: Senior Vice President |
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
| |
| By: | /s/ W. T. Morris, II
Name: W. Thomas Morris, II
Title: Vice President |
