Exhibit 2.1
Execution Version
Exhibit 10.4(u)
AMENDMENT NO. 20 TO
RECEIVABLES LOAN AGREEMENT
This AMENDMENT NO. 20 TO RECEIVABLES LOAN AGREEMENT (this “Amendment”), effective as of December 16, 2021 (the “Effective Date”), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Conduit Lenders, the financial institutions signatory hereto as Committed Lenders and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Receivables Loan Agreement” (defined below).
WITNESSETH:
WHEREAS, the Borrower, the Managing Agents party thereto, the Administrative Agent, Wells Fargo Bank, National Association, as Securities Intermediary and Paying Agent, the Conduit Lenders party thereto, and the Committed Lenders party thereto are parties to that certain Receivables Loan Agreement dated as of May 9, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Loan Agreement”); and
WHEREAS, as provided herein, the parties hereto have agreed to amend certain provisions of the Receivables Loan Agreement as further described below and the Borrower shall deliver a copy of this Amendment to the Paying Agent, the Backup Servicer and the Custodian promptly following execution hereof;
NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
“HGV Credit Agreement” means the credit agreement, dated as of August 2, 2021, entered into by HGV, Hilton Grand Vacations Parent LLC, the guarantors party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent, and a syndicate of lenders, as in effect on December 16, 2021, without giving effect to any amendment, restatement, supplement or other modification thereto or any replacement thereof after such date.
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Exhibit 2.1
Execution Version
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Exhibit 2.1
Execution Version
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the date first above written.
HILTON GRAND VACATIONS TRUST I LLC,
as Borrower
By: /s/ Ben Loper
Name: Ben Loper
Title: Senior Vice President & Treasurer
[Signature Page to Amendment No. 20 to Receivables Loan Agreement]
Exhibit 2.1
Execution Version
BANK OF AMERICA, N.A.
as Administrative Agent
By: /s/ Carl W. Anderson
Name: Carl W. Anderson
Title: Managing Director
BANK OF AMERICA, N.A.
as a Committed Lender and a Managing Agent
By: /s/ Carl W. Anderson
Name: Carl W. Anderson
Title: Managing Director
[Signature Page to Amendment No. 20 to Receivables Loan Agreement]
Exhibit 2.1
Execution Version
DEUTSCHE BANK AG, NEW YORK BRANCH
as a Committed Lender and a Managing Agent
By: /s/ Kai Ang
Name: Kai Ang
Title: Director
By: /s/ James Spencer
Name: James Spencer
Title: Vice President
[Signature Page to Amendment No. 20 to Receivables Loan Agreement]
Exhibit 2.1
Execution Version
BARCLAYS BANK PLC
as a Committed Lender and a Managing Agent
By: /s/Chin-Yong Choe
Name: Chin-Yong Choe
Title: Director
SHEFFIELD RECEIVABLES COMPANY LLC,
as a Conduit Lender
By: Barclays Bank PLC,
as attorney-in-fact
By: /s/ Chin-Yong Choe
Name: Chin-Yong Choe
Title: Director
[Signature Page to Amendment No. 20 to Receivables Loan Agreement]
Exhibit 2.1
Execution Version
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Committed Lender and a Managing Agent
By: /s/ Lehigh Poltrack
Name: Lehigh Poltrack
Title: Director
[Signature Page to Amendment No. 20 to Receivables Loan Agreement]
Exhibit 2.1
Execution Version
TRUIST BANK,
as a Committed Lender and a Managing Agent
By: /s/ Vivek Saraswat
Name: Vivek Saraswat
Title: Senior Vice President
[Signature Page to Amendment No. 20 to Receivables Loan Agreement]
Exhibit 2.1
Execution Version
Acknowledged and Agreed:
GRAND VACATIONS SERVICES LLC,
as Servicer
By: /s/ Mark Laurent
Name: Mark Laurent
Title: Vice President
[Signature Page to Amendment No. 20 to Receivables Loan Agreement]