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Exhibit 5.2
June 23, 2017
Hilton Domestic Operating Company Inc.
Hilton Worldwide Finance LLC
Hilton Worldwide Finance Corp.
7930 Jones Branch Drive
Suite 1100
McLean, Virginia 22102
| Re: | Registration Statement on FormS-4 |
Ladies and Gentlemen:
We have acted as special counsel to the subsidiaries of Hilton Domestic Operating Company Inc., a Delaware corporation (“HOC”), Hilton Worldwide Finance LLC, a Delaware limited liability company (“HWF”), and Hilton Worldwide Finance Corp., a Delaware corporation (“HWFC” and, together with HOC and HWF, the “Issuers”), as applicable, listed on Schedule I (each a “Company” and collectively, the “Companies”), in connection with the Registration Statement on FormS-4 (the “RegistrationStatement”) filed by the Issuers, Hilton Worldwide Holdings Inc., a Delaware corporation (“HLTParent”), Hilton Worldwide Parent LLC, a Delaware limited liability company (“HWP”), and the other subsidiary guarantors (together with the Companies, HLT Parent, HWP and, in the case of the 2024 Notes (as defined below), HWF and HWFC, and, in the case of the 2025 Notes (as defined below) and the 2027 Notes (as defined below), HOC, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by (i) HOC of up to $1,000,000,000 aggregate principal amount of 4.250% Senior Notes due 2024 (the “2024Notes”) and (ii) HWF, as issuer, and HWFC, asco-issuer, of up to $900,000,000 aggregate principal amount of 4.625% Senior Notes due 2025 (the “2025Notes”) and up to $600,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 (the “2027Notes” and, together with the 2024 Notes and 2025 Notes, the “ExchangeNotes”) and the issuance by the Guarantors of guarantees (the “ExchangeGuarantees”) with respect to the Exchange Notes. The 2024 Notes and the Exchange Guarantees with respect to the 2024 Notes will be issued under an indenture, dated as of August 18, 2016 (as amended by the first supplemental indenture, dated as of September 22, 2016, the second supplemental indenture, dated as of September 22, 2016, the third supplemental indenture, dated as of October 20, 2016 and the fourth supplemental indenture, dated as of December 12, 2016, the “2016Indenture”), among HOC, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The 2025 Notes, the 2027 Notes and the Exchange Guarantees with respect to the 2025 Notes and the 2027 Notes will be issued under an indenture, dated as of March 16, 2017 (the “2017Indenture” and, together with the 2016 Indenture, the “Indentures”), among HWF, HWFC, the Guarantors and the Trustee. The 2024 Notes and the Exchange Guarantees with respect to the 2024 Notes will be offered by HOC and the Guarantors in exchange for their outstanding 4.250% Senior Notes due 2024 and the guarantees thereof that were issued on August 18, 2016. The 2025 Notes, the 2027 Notes and the Exchange Guarantees with respect to the 2025 Notes and the 2027 Notes will be offered by HWF, HWFC and the Guarantors in exchange for their outstanding 4.625% Senior Notes due 2025, 4.875% Senior Notes due 2027 and the respective guarantees thereof that were issued on March 16, 2017.
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We are delivering this opinion letter to you at your request in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Act.
In connection with rendering the opinions set forth in this opinion letter, we have reviewed originals or copies of the following documents (collectively, the “TransactionDocuments”):
| (i) | the Indentures (including the form of Exchange Notes set forth therein); |
| (ii) | the Registration Statement; |
| (iii) | the Purchase Agreement for the 2024 Notes, dated as of August 8, 2016, among HLT Parent, Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp. (Hilton Escrow Issuer Corp. together with Hilton Escrow Issuer LLC, the “EscrowIssuers”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MerrillLynch”), as supplemented by the related Joinder Agreement, dated as of September 22, 2016, among HOC, the Guarantors party thereto, including the Companies, and Merrill Lynch, and the Purchase Agreement for the 2025 Notes and 2027 Notes, dated as of March 7, 2017, among HLT Parent, HWF, HWFC, and Goldman, Sachs & Co. (“GoldmanSachs”), as supplemented by the related Joinder Agreement, dated as of March 16, 2017, among the Guarantors party thereto, including the Companies, and Goldman Sachs; and |
| (iv) | the Registration Rights Agreement for the 2024 Notes, dated as of August 18, 2016, among the Escrow Issuers and Merrill Lynch, as supplemented by the related Joinder Agreement, dated as of September 22, 2016, among HOC, the Guarantors party thereto, including the Companies, and Merrill Lynch, and the Registration Rights Agreement for the 2025 Notes and 2027 Notes, dated as of March 16, 2017, among HWF, HWFC, the Guarantors party thereto, including the Companies, and Goldman Sachs. |
Further, in connection with rendering the opinions set forth in this opinion letter, we have reviewed originals or copies of the following documents:
| (i) | copies of the organizational documents of the Companies listed on Schedule I (each an “OrganizationalDocument” and collectively, the “OrganizationalDocuments”), each as certified by such Secretary of State or other governmental authority of such Company’s State of incorporation or organization (the “GovernmentalAuthority”) on such date as is stated opposite the relevant Organizational Document’s name on Schedule I; |
| (ii) | copies of theBy-laws, Limited Liability Company Agreements and Limited Partnership Agreements of the Companies listed on Schedule II, each as delivered to us by the relevant Company; |
| (iii) | copies of resolutions, each dated as of March 13, 2017 (other than Action by Written Consent in Lieu of a Special Meeting of the Shareholder(s) of HIC Gaming California, Inc. and Action by Written Consent in Lieu of a Special Meeting of the Shareholder(s) of HIC San Pablo Limited, Inc., each of which is |
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| dated May 30, 2017), listed on Schedule III (collectively, the “Resolutions”), each as adopted with respect to the relevant Company by the entity or person identified opposite such Resolutions on Schedule III, delivered to us by the relevant Company; |
| (iv) | Certificates of Good Standing (each a “CertificateofGoodStanding” and collectively, the “CertificatesofGoodStanding”) for each of the Companies, as of the date of each such Certificate of Good Standing set forth on Schedule I, issued by the relevant Governmental Authority; and |
| (v) | certificate to counsel from the Companies, dated the date hereof (the “CertificatetoCounsel”). |
In addition, we have examined originals or copies authenticated to our satisfaction of such corporate records, certificates of officers of the Company and public officials, and other documents as we have deemed relevant or necessary in connection with our opinions set forth herein. We have relied, without independent verification, on certificates of public officials and, as to questions of fact material to such opinions, upon the representations of the Company set forth in Transaction Documents, Certificate to Counsel or such certificates of officers and other representatives of the Company and factual information we have obtained from such other sources as we have deemed reasonable. We have not independently verified the accuracy of the matters set forth in the written statements or certificates upon which we have relied. Our opinion in paragraph 1 below is based solely upon our review of the respective Organizational Document and Certificate of Good Standing for each Company and speaks as of the dates of the respective Certificates of Good Standing.
We have assumed (i) the genuineness and authenticity of all documents examined by us and all signatures thereon, and the conformity to originals of all copies of all documents examined by us; (ii) that the execution, delivery and/or acceptance of the Transaction Documents have been duly authorized by all action, corporate or otherwise, necessary by the parties to the Transaction Documents other than the Companies (the “OtherParties”); (iii) the legal capacity of all natural persons executing the Transaction Documents; (iv) that each of the Other Parties has satisfied those legal requirements that are applicable to it to the extent necessary to make the Transaction Documents enforceable against it; (v) that each of the Transaction Documents constitutes a valid and binding obligation of the Other Parties and is enforceable against the Other Parties in accordance with its terms; (vi) that each of the Other Parties has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Transaction Documents; (vii) that the Transaction Documents accurately describe and contain the mutual understandings of the parties, and that there are no oral or written statements or agreements or usages of trade or courses of prior dealings among the parties that would modify, amend or vary any of the terms of the Transaction Documents; (viii) that the Other Parties will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Transaction Documents; (ix) the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue; (x) all agreements other than the Transaction Documents with respect to which we have provided advice in our letter or reviewed in connection with our letter would be enforced as written; (xi) that there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; (xii) that each of the Other Parties and any agent acting for it in connection with the Transaction Documents have acted without notice of any defense against the enforcement of any rights created by, or adverse claim to any property transferred pursuant to, the Transaction Documents; (xiii) the compliance of the Exchange Offer and of the conduct of the parties to the Exchange Offer with any requirement of good faith, fair dealing and conscionability; and (xiv) the due qualification of the Indenture under the Trust Indenture Act of 1939, as amended.
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For purposes of this opinion letter, “ApplicableLaws” means the laws, rules and regulations that a counsel in Arizona, California, Kansas, Missouri and Texas exercising customary professional diligence would reasonably be expected to recognize as being applicable to the respective Guarantors or the Transaction Documents, but excluding those areas of law that are expressly excluded from the scope of the opinions in this opinion letter.
You are aware, and we hereby confirm, that we have not represented the Companies with respect to the preparation, negotiation, execution or filing of the 2016 Indenture, the 2017 Indenture, the Exchange Notes, the Registration Statement, or any documents ancillary thereto or transactions contemplated thereby. We have been retained by the Companies for the sole and limited purpose of rendering the opinions set forth herein. By your acceptance of this opinion, you acknowledge the foregoing and confirm that you have consented to the rendering of the opinions set forth herein by this firm in light thereof.
Based on the foregoing, and in reliance thereon, and subject to the qualifications, limitations and exceptions stated herein, we are of the opinion, having due regard for such legal considerations as we deem relevant, that:
1. Each Company is a corporation, limited partnership or limited liability company, as the case may be, validly existing and in good standing under the law of its jurisdiction or incorporation or organization.
2. Each Company has the corporate power, limited liability company power or limited partnership power and authority, as the case may be, to execute and deliver the relevant Indenture, including the Exchange Guarantee, and to perform its respective obligations thereunder.
3. Each Company has duly executed and delivered the relevant Indenture, including the issuance of the Exchange Guarantees.
4. With respect to each Company, the execution and delivery of the relevant Indenture, including issuance of the Exchange Guarantees, and the performance by such Company of its obligations thereunder, do not (a) violate such Company’s Organizational Documents, or (b) violate any Applicable Law applicable to which any such Company is a party or by which any of its assets or properties is bound.
The foregoing opinions are subject to the following exceptions, qualifications and limitations:
1. Our opinions are subject to the effect of federal and state bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other laws relating to or affecting the rights of secured or unsecured creditors generally (or affecting the rights of only creditors of specific types of debtors), with respect to which we express no opinion.
2. Our opinions are further subject to limitations imposed by general principles of equity or public policy upon the enforceability of any of the remedies, covenants or other provisions of the Transaction Documents, including, without limitation, concepts of materiality, good faith and fair dealing and upon the availability of injunctive relief or other equitable remedies, and the application of principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity).
3. Our opinions are subject to the effect of the rules of law that:
| a. | limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, (i) the obligations of good faith, fair dealing, diligence and reasonableness, (ii) broadly or vaguely stated rights, (iii) statutory, regulatory or |
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| constitutional rights, except to the extent that the statute, regulation or constitution explicitly allows waivers; (iv) unknown future defenses; and (v) rights to damages. |
| b. | provide that choice of law, forum selection, consent to jurisdiction, and jury waiver clauses in contracts are not necessarily binding; |
| c. | limit the availability of a remedy under certain circumstances where another remedy has been elected; |
| d. | provide a time limitation after which a remedy may not be enforced; |
| e. | limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct, unlawful conduct, or violations of federal or state securities laws or regulations or public policy; |
| f. | may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; |
| g. | govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs; |
| h. | may permit a party that has materially failed to render or offer performance required by the contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance, or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract; and |
| i. | may in the absence of a contemporaneous waiver or consent, discharge a guarantor to the extent that (i) action by a creditor impairs the value of collateral security for guaranteed debt to the detriment of a guarantor, or (ii) a guaranteed obligation is materially modified. |
We advise you of California statutory provisions and case law to the effect that a guarantor may be discharged, in whole or in part, if the beneficiary of the guaranty alters the obligation of the principal, fails to inform the guarantor of material information pertinent to the principal or any collateral, elects remedies that may impair either the subrogation or reimbursement rights of the guarantor against the principal or the value of any collateral, fails to accord the guarantor the protections afforded a debtor under Division 9 of the California Uniform Commercial Code or otherwise takes any action that prejudices the guarantor, unless, in any such case, the guarantor has effectively waived such rights or the consequences of such action or has consented to such action.
We do not express any opinion as to the laws of any jurisdiction other than the respective laws of the States of Arizona, California, Kansas, Missouri, Texas and Nevada.
This opinion letter speaks only as of the date hereof. We assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts or other developments, whether existing before or first arising after the date hereof, that might change the opinions expressed above.
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We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
This opinion letter may be relied upon by Simpson Thacher & Bartlett LLP, as if it were addressed to it, in rendering its opinion in connection with the registration of the Exchange Notes and the Exchange Guarantees and the issuance of the Exchange Notes and the Exchange Guarantees as described in the Registration Statement.
This opinion is limited to the matters set forth herein; no opinion may be inferred or implied beyond the matters expressly stated in this letter.
| Very truly yours, |
| /s/ Dentons US LLP |
SCHEDULE I
LIST OF COMPANIES
# | Entity Name | Jurisdiction | Governmental Authority | Governmental | Organization Documents | |||||
| 1 | Destination Resorts LLC | Arizona | Secretary of State | June 7, 2017 | Articles of Organization, dated October 22, 2007, as amended by Articles of Amendment, dated October 25, 2007. | |||||
| 2 | Doubletree Hotel Systems LLC | Arizona | Secretary of State | June 7, 2017 | Articles of Organization, dated October 22, 2007, as amended by Articles of Amendment, dated November 28, 2007. | |||||
| 3 | Doubletree Hotels LLC | Arizona | Secretary of State | June 7, 2017 | Articles of Organization, dated October 22, 2007, as amended by Articles of Amendment, dated November 16, 2007. | |||||
| 4 | DT Management LLC | Arizona | Secretary of State | June 7, 2017 | Articles of Organization, dated October 22, 2007, as amended by Articles of Amendment, dated November 28, 2007. | |||||
| 5 | DT Real Estate, LLC | Arizona | Secretary of State | June 7, 2017 | Articles of Organization, dated August 19, 2016. | |||||
| 6 | DTM Atlanta/Legacy, Inc. | Arizona | Secretary of State | June 7, 2017 | Articles of Incorporation, dated November 8, 1994, as amended by Articles of Amendment, dated March 15, | |||||
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# | Entity Name | Jurisdiction | Governmental Authority | Governmental | Organization Documents | |||||
| 1996, as further amended by Articles of Amendment, dated December 16, 1997. | ||||||||||
| 7 | DTM Coconut Grove, Inc. | Arizona | Secretary of State | June 7, 2017 | Articles of Incorporation, dated May 27, 1987. | |||||
| 8 | DTM Largo, Inc. | Arizona | Secretary of State | June 7, 2017 | Articles of Incorporation, dated June 18, 1985, as amended by Articles of Amendment, dated May 27, 1997. | |||||
| 9 | DTM Maryland, Inc. | Arizona | Secretary of State | June 7, 2017 | Articles of Incorporation, dated January 20, 1989, as amended by Articles of Amendment, dated February 14, 1991, as further amended by Articles of Amendment, dated June 27, 1997. | |||||
| 10 | DTM Santa Clara LLC | Arizona | Secretary of State | June 7, 2017 | Articles of Organization, dated October 22, 2007, as amended by Articles of Amendment, dated October 25, 2007. | |||||
| 11 | DTM Walnut Creek, Inc. | Arizona | Secretary of State | June 7, 2017 | Articles of Incorporation, dated February 9, 1990. | |||||
| 12 | DTR FCH Holdings, Inc. | Arizona | Secretary of State | June 7, 2017 | Articles of Incorporation, dated April 11, 1983, as amended by Articles of Amendment, dated April 11, 1997. | |||||
| 13 | DTR PAH Holding, Inc. | Arizona | Secretary of State | June 7, 2017 | Articles of Incorporation, dated October 9, 1996. | |||||
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# | Entity Name | Jurisdiction | Governmental Authority | Governmental | Organization Documents | |||||
| 14 | DTR San Antonio, Inc. | Arizona | Secretary of State | June 7, 2017 | Articles of Incorporation dated November 8, 1994. | |||||
| 15 | HIC Gaming California, Inc. | California | Secretary of State | June 8, 2017 | Articles of Incorporation, dated August 26, 1994, as amended by Certificate of Amendment, dated February 21, 2006. | |||||
| 16 | HIC San Pablo Limited, Inc. | California | Secretary of State | June 8, 2017 | Articles of Incorporation, dated February 9, 1995, as amended by Certificate of Amendment, dated February 21, 2006. | |||||
| 17 | HIC San Pablo, L.P. | California | Secretary of State | June 8, 2017 | Certificate of Limited Partnership, dated February 10, 1995, as amended by Amendment to Certificate of Limited Partnership, dated February 21, 2006. | |||||
| 18 | Embassy Suites Club No. 1, Inc. | Kansas | Secretary of State | June 7, 2017 | Articles of Incorporation, dated January 9, 1984, as amended by Certificate of Amendment, dated March 6, 1984. | |||||
| 19 | Hotel Clubs of Corporate Woods, Inc. | Kansas | Secretary of State | June 7, 2017 | Articles of Incorporation, dated September 24, 1981. | |||||
| 20 | Chesterfield Village Hotel, L.L.C. | Missouri | Secretary of State | June 7, 2017 | Articles of Organization, dated January 23, 1998. | |||||
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# | Entity Name | Jurisdiction | Governmental Authority | Governmental | Organization Documents | |||||
| 21 | Embassy Suites Club No. Two, Inc. | Texas | Secretary of State | June 7, 2017 | Articles of Incorporation, dated March 13, 1984. | |||||
| 22 | SALC, Inc. | Texas | Secretary of State | June 7, 2017 | Articles of Incorporation, dated April 17, 1996. | |||||
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SCHEDULE II
BY-LAWS, OPERATING AGREEMENTS, LIMITED PARTNERSHIP AGREEMENTS
# | Entity Name | By-Laws/Agreements | ||
| 1 | Destination Resorts LLC | Operating Agreement, dated October 24, 2007. | ||
| 2 | Doubletree Hotel Systems LLC | Operating Agreement, dated October 24, 2007. | ||
| 3 | Doubletree Hotels LLC | Operating Agreement, dated October 24, 2007. | ||
| 4 | DT Management LLC | Second Amended and Restated Limited Liability Company Agreement, dated May 19, 2017. | ||
| 5 | DT Real Estate, LLC | Operating Agreement, dated August, 2016. | ||
| 6 | DTM Atlanta/Legacy, Inc. | Bylaws, adopted November 18, 1994. | ||
| 7 | DTM Coconut Grove, Inc. | Bylaws, adopted May 29, 1987. | ||
| 8 | DTM Largo, Inc. | Amended and Restated Bylaws, adopted January 26, 1987. | ||
| 9 | DTM Maryland, Inc. | Bylaws, adopted January 24, 1989. | ||
| 10 | DTM Santa Clara LLC | Operating Agreement, dated October 24, 2007. | ||
| 11 | DTM Walnut Creek, Inc. | Bylaws, adopted February 12, 1990. | ||
| 12 | DTR FCH Holdings, Inc. | Amended and Restated Bylaws, adopted January 26, 1987. | ||
| 13 | DTR PAH Holding, Inc. | Bylaws, adopted October 22, 1996. | ||
| 14 | DTR San Antonio, Inc. | Bylaws, adopted November 18, 1994. | ||
| 15 | HIC Gaming California, Inc. | Amended and Restated Bylaws, adopted October 25, 2013, as amended by the Certificate of Amendment to the Bylaws of HIC Gaming California, Inc., dated May 30, 2017. | ||
| 16 | HIC San Pablo Limited, Inc. | Amended and Restated Bylaws, adopted October 25, 2013, as amended by the Certificate of Amendment to the Bylaws of HIC San Pablo Limited, Inc., dated May 30, 2017. | ||
| 17 | HIC San Pablo, L.P. | Amended and Restated Limited Partnership Agreement, dated October 25, 2013. | ||
| 18 | Embassy Suites Club No. 1, Inc. | By-Laws, adopted October 25, 2013. | ||
| 19 | Hotel Clubs of Corporate Woods, Inc. | Amended and Restated Bylaws, adopted August 4, 1998. | ||
| 20 | Chesterfield Village Hotel, L.L.C. | Amended and Restated Limited Liability Company Agreement, dated October 25, 2013. | ||
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# | Entity Name | By-Laws/Agreements | ||
| 21 | Embassy Suites Club No. Two, Inc. | Bylaws, adopted March 13, 1984. | ||
| 22 | SALC, Inc. | By-Laws, adopted August 2016. | ||
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SCHEDULE III
RESOLUTIONS
# | Entity Name | Action by Written Consent | ||
| 1 | Destination Resorts LLC | Action by Written Consent of the Sole Member, Hilton Holdings, LLC. | ||
| 2 | Doubletree Hotel Systems LLC | Action by Written Consent of the Sole Member, DoubleTree Hotels LLC. | ||
| 3 | Doubletree Hotels LLC | Action by Written Consent of the Sole Member, DoubleTree LLC. | ||
| 4 | DT Management LLC | Action by Written Consent of the Sole Member, DoubleTree Hotels LLC. | ||
| 5 | DT Real Estate, Inc. | Action by Written Consent of the Sole Member, DoubleTree Hotels LLC. | ||
| 6 | DTM Atlanta/Legacy, Inc. | Action by Unanimous Written Consent of the Board of Directors, Joseph Berger, Keith Clampet, and W. Steven Standefer. | ||
| 7 | DTM Coconut Grove, Inc. | Action by Unanimous Written Consent of the Board of Directors, Justin Ray Hensley and W. Steven Standefer. | ||
| 8 | DTM Largo, Inc. | Action by Unanimous Written Consent of the Board of Directors, Justin Ray Hensley and W. Steven Standefer. | ||
| 9 | DTM Maryland, Inc. | Action by Unanimous Written Consent of the Board of Directors, Justin Ray Hensley and W. Steven Standefer. | ||
| 10 | DTM Santa Clara LLC | Action by Written Consent of the Sole Member, DT Management LLC. | ||
| 11 | DTM Walnut Creek, Inc. | Action by Unanimous Written Consent of the Board of Directors, Joseph Berger, Keith Clampet and W. Steven Standefer. | ||
| 12 | DTR FCH Holdings, Inc. | Action by Unanimous Written Consent of the Board of Directors, Justin Ray Hensley and W. Steven Standefer. | ||
| 13 | DTR PAH Holding, Inc. | Action by Unanimous Written Consent of the Board of Directors, Justin Ray Hensley and W. Steven Standefer. | ||
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# | Entity Name | Action by Written Consent | ||
| 14 | DTR San Antonio, Inc. | Action by Written Consent of the Board of Directors, W. Steven Standefer. | ||
| 15 | HIC Gaming California, Inc. | Action by Unanimous Written Consent of the Board of Directors, Justin Ray Hensley and W. Steven Standefer; and
Action by Written Consent in Lieu of a Special Meeting of the Shareholder(s) of HIC Gaming California, Inc. | ||
| 16 | HIC San Pablo Limited, Inc. | Action by Unanimous Written Consent of the Board of Directors, Michael Duffy, Frederick Schacknies and W. Steven Standefer; and
Action by Written Consent in Lieu of a Special Meeting of the Shareholder(s) of HIC San Pablo Limited, Inc. | ||
| 17 | HIC San Pablo, L.P. | Action by Written Consent of the General Partner, HIC Gaming California, Inc. | ||
| 18 | Embassy Suites Club No. 1, Inc. | Action by Unanimous Written Consent of the Board of Directors, Joseph Berger, Keith Clampet and W. Steven Standefer. | ||
| 19 | Hotel Clubs of Corporate Woods, Inc. | Action by Unanimous Written Consent of the Board of Directors, Joseph Berger and Keith Clampet. | ||
| 20 | Chesterfield Village Hotel, L.L.C. | Action by Written Consent of the Sole Member, Promus Hotels LLC. | ||
| 21 | Embassy Suites Club No. Two, Inc. | Action by Unanimous Written Consent of the Board of Directors, Joseph Berger, Keith Clampet and W. Steven Standefer. | ||
| 22 | SALC, Inc. | Action by Written Consent of the Board of Directors, W. Steven Standefer. | ||
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