EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 AMENDMENT
NO. 2 TO THE CREDIT AGREEMENT 
 AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of
November 21, 2016, among HILTON WORLDWIDE FINANCE LLC, a Delaware limited liability company (the “Borrower”), HILTON WORLDWIDE HOLDINGS INC., a Delaware corporation (“Parent”), the other Loan Parties party
hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and each Lender party hereto. 

PRELIMINARY STATEMENTS: 

(1) The Borrower, Parent, the Administrative Agent, the other Lenders party thereto and the other Agents party thereto are party to a Credit
Agreement, dated as of October 25, 2013 (as the same may have been amended, supplemented or otherwise modified prior to the date hereof, including pursuant to Amendment No. 1, dated as of August 18, 2016, among the Borrower, Parent,
the other Loan Parties party thereto, the Administrative Agent, each Lender party thereto and the other Agents party thereto, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings
as specified in the Credit Agreement (as amended by this Amendment). 
 (2) Pursuant to Section 2.15 of the Credit Agreement, the
Borrower has requested Other Revolving Credit Commitments to refinance in full the Revolving Credit Commitments existing on the Amendment No. 2 Effective Date (immediately prior to the effectiveness of this Amendment) (such existing Revolving
Credit Commitments, the “Existing Revolving Credit Commitments”). 
 (3) Each Person that agrees to make available Other
Revolving Credit Commitments will make such Other Revolving Credit Commitments available to the Borrower on the Amendment No. 2 Effective Date on the terms and conditions set forth herein and in an amount equal to the amount set forth opposite
its name on Schedule 1.01A hereto (such Persons, “Amendment No. 2 Refinancing Revolving Credit Lenders”). 
 (4) The
Borrower and the Amendment No. 2 Refinancing Revolving Credit Lenders have agreed to amend the Credit Agreement to effect the changes described above and other changes as hereinafter set forth. 

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties hereto hereby agree as follows: 
 SECTION 1. Amendments to Credit Agreement. 

(a) The term “Amendment No. 2 Effective Date” shall be added to Section 1.01 of the Credit Agreement in proper
alphabetical order and shall be defined as: “November 21, 2016”. 

  
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 (b) The term “Applicable L/C Fronting Sublimit” shall be added to Section 1.01 of
the Credit Agreement in proper alphabetical order, which definition shall state: 
 “‘Applicable L/C Fronting Sublimit’
means (x) with respect to each L/C Issuer on the Amendment No. 2 Effective Date, the amount set forth opposite such L/C Issuer’s name on Schedule 1.01A and (y) with respect to any other Person that becomes an L/C Issuer in
accordance with Sections 2.03(k) or 10.07(k), in each case, such amount as agreed to in writing by the Borrower and such Person at the time such Person becomes an L/C Issuer, as each of the foregoing amounts may be decreased or increased from
time to time with the written consent of the Borrower and the L/C Issuers (provided that any increase in the Applicable L/C Fronting Sublimit with respect to any L/C Issuer shall require the consent of only the Borrower and such L/C Issuer).
Any successor L/C Issuer appointed pursuant to Section 10.07(k) shall assume the resigning L/C Issuer’s Applicable L/C Fronting Sublimit.” 

(c) The term “Applicable Rate” shall be amended by deleting the first table set forth in clause (b)(2) thereof in its entirety and
replacing such table with the following table: 
  

															
	 Applicable Rate
	 
	 Pricing
Level
	  	 Consolidated First Lien Net 
Leverage Ratio
	  	Eurocurrency
Rate for 
Revolving
Credit Loans
and Letter
of Credit
Fees	 	 	Base Rate
for 
Revolving
Credit
Loans	 	 	Unused
Commitment
Fee Rate	 
	 1
	  	£ 2.00:1.00	  	 	1.50	% 	 	 	0.50	% 	 	 	0.125	% 
	 2
	  	> 2.00:1.00 and £ 3.00:1.00	  	 	1.75	% 	 	 	0.75	% 	 	 	0.125	% 
	 3
	  	> 3.00:1.00	  	 	2.00	% 	 	 	1.00	% 	 	 	0.125	% 

 (d) The term “Joint Bookrunners” shall be deleted in its entirety and replaced with the following
definition: 
 “‘Joint Bookrunners’ means (i) Deutsche Bank Securities Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Goldman Sachs Lending Partners LLC, in their respective capacities as joint bookrunners under this Agreement and under Amendment No. 1 and
(ii) Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Barclays Bank PLC, Goldman Sachs Lending Partners LLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank,
National Association, in their respective capacities as joint bookrunners under Amendment No. 2.” 

  
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 (e) The term “L/C Issuer” shall be deleted in its entirety and replaced with the
following definition: 
 “‘L/C Issuer’ means Deutsche Bank AG New York Branch, any other Revolving Credit Lender listed
on Schedule 1.01A as an L/C Issuer and any other Lender that becomes an L/C Issuer in accordance with Sections 2.03(k) or 10.07(k), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of
Letters of Credit hereunder. If there is more than one L/C Issuer at any given time, the term L/C Issuer shall refer to the relevant L/C Issuers.” 

(f) The term “Lead Arrangers” shall be deleted in its entirety and replaced with the following definition: 

“‘Lead Arrangers’ means (i) Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Goldman Sachs Lending Partners LLC, in their respective capacities as joint lead arrangers under this Agreement and under Amendment No. 1 and (ii) Deutsche
Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Barclays Bank PLC, Goldman Sachs Lending Partners LLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association, in
their respective capacities as joint lead arrangers under Amendment No. 2.” 
 (g) The term “Letter of Credit” shall be
deleted in its entirety and replaced with the following definition: 
 “‘Letter of Credit’ means any standby letter of
credit issued hereunder. A Letter of Credit may be issued in any Approved Currency.” 
 (h) Clause (iii) of the definition of
“Maturity Date” is hereby deleted in its entirety and replaced with the following: “with respect to the Revolving Credit Commitments, the date that is five years after the Amendment No. 2 Effective Date,”. 

(i) Section 2.03(a)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

“(i) Subject to the terms and conditions set forth herein and in any agreement entered into between Borrower and the applicable L/C
Issuer, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the
Letter of Credit Expiration Date to issue Letters of Credit at sight denominated in any Approved Currency for the account of the Borrower or any Subsidiary of the Borrower and to amend, renew or extend Letters of Credit previously issued by it, in
accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided
that no L/C Issuer shall be obligated to make any L/C 

  
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Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the
Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. In addition, (x) the face
amount of outstanding Letters of Credit issued by any L/C Issuer shall not exceed such L/C Issuer’s Applicable L/C Fronting Sublimit and (y) in the case of the Revolving Credit Lender acting as the L/C Issuer with respect to any Letter of
Credit, unless such Revolving Credit Lender shall agree otherwise in its sole discretion, such Revolving Credit Lender’s Revolving Credit Exposure plus (without duplication) the aggregate face amount of outstanding Letters of Credit issued by
such L/C Issuer shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully
revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.” 

(j) Section 2.03(d)(ii) shall be amended by inserting the words “or the L/C Issuer” immediately after the words “on demand
of the Administrative Agent”. 
 (k) Section 2.03(f) shall be amended by replacing the words “clauses (i) through
(vi)” with the words “clauses (i) through (vii)”. 
 (l) The first paragraph of Article V shall be amended by inserting
the words “, the L/C Issuers” immediately after the words “the Agents”. 
 (m) Section 7.11 of the Credit Agreement
is hereby deleted in its entirety and replaced with the following: 
 “SECTION 7.11 Financial Covenant. The Borrower will not permit
the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period to exceed 7.00 to 1.00 (provided that the provisions of this Section 7.11 shall not be applicable to any such Test Period if on the last day of such Test
Period the aggregate principal amount of Revolving Credit Loans, Swing Line Loans and/or Letters of Credit (excluding up to $50,000,000 of Letters of Credit and other Letters of Credit which have been Cash Collateralized or backstopped by a letter
of credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or outstanding is equal to or less than 30% of the Revolving Credit Facility).” 

(n) Schedule 1.01A to the Credit Agreement as it relates to the Revolving Credit Lenders and the Revolving Credit Commitments
is hereby deleted in its entirety and replaced with Schedule 1.01A to this Amendment. 

  
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 SECTION 2. Conditions of Effectiveness to Amendment No. 2. Section 1 of this
Amendment shall become effective on the date (the “Amendment No. 2 Effective Date”) when, and only when, the following conditions shall have been satisfied: 

(a) This Amendment shall have become effective in accordance with Section 5(a). 

(b) The Administrative Agent shall have received, for the account of the persons entitled to thereto, evidence of payment of (a) all
reasonable and documented out of pocket costs and expenses of the Administrative Agent for which, in the case of expenses, reasonably detailed invoices have been presented (including the reasonable fees and expenses of Davis Polk & Wardwell
LLP) and (b) all fees payable pursuant to this Amendment, and any fee letter in respect of this Amendment, including, for the account of each Amendment No. 2 Refinancing Revolving Credit Lender: 

(1) with respect to any Other Revolving Credit Commitments of an Amendment No. 2 Refinancing Revolving Credit Lender that
also had Existing Revolving Credit Commitments as of the Amendment No. 2 Effective Date (immediately prior to the effectiveness of this Amendment), a consent fee of 0.15% of the aggregate amount of the Other Revolving Credit Commitments
provided by such Amendment No. 2 Refinancing Revolving Credit Lender on the Amendment No. 2 Effective Date (on an amount up to the amount of the Existing Revolving Credit Commitments of such Amendment No. 2 Refinancing Revolving
Credit Lender as of the Amendment No. 2 Effective Date (immediately prior to the effectiveness of this Amendment)); and 

(2) with respect to any other Other Revolving Credit Commitments, a consent fee of 0.25% of the aggregate amount of such Other
Revolving Credit Commitments provided by such Amendment No. 2 Refinancing Revolving Credit Lender on the Amendment No. 2 Effective Date. 

(c) (1) The representations and warranties of each Loan Party contained in Section 4 of this Amendment, Article V of the Credit Agreement
and in any other Loan Document, are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all
respects as so qualified) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as
of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) and (2) no Default or Event of
Default has occurred and is continuing, or would result from the occurrence of the Amendment No. 2 Effective Date, and the Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment No. 2 Effective
Date signed on behalf of the Borrower by a Responsible Officer of the Borrower, certifying on behalf of the Borrower thereto. 
 (d) The
Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and the matters contemplated hereby and certificates of good standing (to the extent such concept exists)
from the applicable secretary of state of the state of organization of each Loan Party dated a recent date prior to the Amendment No. 2 Effective Date. 

  
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 (e) The Administrative Agent shall have received a favorable opinion of Simpson
Thacher & Bartlett LLP, New York counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. 

(f) The aggregate outstanding principal amount of Revolving Credit Loans and Swing Line Loans and all interest and fees accrued under the
Credit Agreement with respect to the Revolving Credit Commitments and Revolving Credit Loans on or prior to the Amendment No. 2 Effective Date (immediately prior to the effectiveness of this Amendment) shall have been paid in full. 

(g) Each Amendment No. 2 Refinancing Revolving Credit Lender shall have received, if requested at least two Business Days in advance of
the Amendment No. 2 Effective Date, a Revolving Credit Note payable to the order of such Amendment No. 2 Refinancing Revolving Credit Lender duly executed by the Borrower in substantially the form of Exhibit D-2 to the Credit
Agreement, as applicable, in each case as modified by this Amendment. 
 SECTION 3. Refinancing Transactions. 

(a) Subject to the terms and conditions set forth herein, each Amendment No. 2 Refinancing Revolving Credit Lender severally agrees to
make Other Revolving Credit Commitments available to the Borrower from the Amendment No. 2 Effective Date in an amount equal to the amount set forth opposite its name on Schedule 1.01A hereto. On the Amendment No. 2 Effective Date,
(x) the Existing Revolving Credit Commitments will be terminated and replaced with the Other Revolving Credit Commitments of the Amendment No. 2 Refinancing Revolving Credit Lenders as set forth on Schedule 1.01A hereto and (y) each
Revolving Credit Lender that is not also an Amendment No. 2 Refinancing Revolving Credit Lender (collectively, the “Terminating Revolving Credit Lenders”) will cease to be a Revolving Credit Lender. 

(b) All Letters of Credit outstanding under the Credit Agreement on the Amendment No. 2 Effective Date shall remain outstanding under the
Credit Agreement. Each Amendment No. 2 Refinancing Revolving Credit Lender’s risk participation in each such Letter of Credit shall be determined in accordance with such Amendment No. 2 Refinancing Revolving Credit Lender’s pro
rata share, as provided in Section 2.03(c) of the Credit Agreement, as if such Letter of Credit had been issued on the Amendment No. 2 Effective Date immediately after giving effect to paragraph (a) above. For the avoidance of doubt,
each Swing Line Lender and L/C Issuer acting in such capacities immediately prior to the effectiveness of this Amendment shall continue to act in such capacities immediately following the effectiveness hereof. 

(c) Each Amendment No. 2 Refinancing Revolving Credit Lender and the Administrative Agent acknowledge that all notice requirements set
forth in the Credit Agreement with respect to the refinancing contemplated by this Amendment have been satisfied. 

  
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 SECTION 4. Representations and Warranties. Each Loan Party represents and warrants to the
Agents and the Lenders that: 
 (a) Each Loan Party and each Restricted Subsidiary (i) is a Person duly organized or formed, validly
existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and (ii) has all requisite power and authority to execute and deliver this Amendment and perform its obligations under this Amendment and the
Loan Documents to which it is a party. 
 (b) The execution and delivery by each Loan Party of this Amendment and the performance under this
Amendment and the Loan Documents to which such Person is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not
(i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Credit
Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation
of Liens) referred to in clause (ii)(x), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect. 

(c) No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or
any other Person is necessary or required in connection with the execution and delivery of this Amendment or performance by, or enforcement against, any Loan Party of this Amendment or any Loan Document. 

(d) This Amendment has been duly executed and delivered by each Loan Party that is party hereto. This Amendment constitutes a legal, valid and
binding obligation of such Loan Party, enforceable against such Loan Party that is party hereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity. 

SECTION 5. Reference to and Effect on the Credit Agreement and the Loan Documents. 

(a) This Amendment shall become effective as of the date hereof, provided the Administrative Agent shall have received counterparts of this
Amendment executed by each Loan Party, each Amendment No. 2 Refinancing Revolving Credit Lender, each Swing Line Lender, each L/C Issuer and the Administrative Agent or, as to any of the Lenders, written evidence reasonably satisfactory to the
Administrative Agent that such Lender has executed this Amendment. 
 (b) On and after the Amendment No. 2 Effective Date,
(i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents


  
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to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement,
as amended by this Amendment, (ii) each reference to “Revolving Credit Commitments” in the Credit Agreement shall be deemed to include a reference to the Other Revolving Credit Commitments made available hereunder and (iii) each
Amendment No. 2 Refinancing Revolver Credit Lender (or its successors and assigns, as applicable) shall be a “Revolving Credit Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing
Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. 
 (c) The Credit Agreement, as
specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral
described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Other Revolving Credit Commitments made available hereunder) of the Loan Parties under the
Loan Documents, in each case as amended by this Amendment. 
 (d) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 

(e) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each
of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan
Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Other Revolving
Credit Commitments made available hereunder), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the
Other Revolving Credit Commitments made available hereunder) pursuant to the Guaranty. 
 SECTION 6. Costs and Expenses; KYC The
Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to
be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the Credit Agreement. The Borrower shall provide to the
Administrative Agent all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been
requested by the Administrative Agent. 
 SECTION 7. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of 

  
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which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page
to this Amendment by telecopier or other electronic delivery (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart of this Amendment. 

SECTION 8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	HILTON WORLDWIDE FINANCE LLC,
	as the Borrower
		
	By:	 	/s/ W. Steven Standefer
		 	Name:   W. Steven Standefer
		 	Title:     Senior Vice President
	
	HILTON WORLDWIDE HOLDINGS INC.,
	as Parent
		
	By:	 	/s/ W. Steven Standefer
		 	Name:   W. Steven Standefer
		 	Title:     Senior Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 90210 BILTMORE MANAGEMENT, LLC 

90210 DESERT RESORTS MANAGEMENT CO., LLC 

90210 GRAND WAILEA MANAGEMENT CO., LLC 

90210 LLC 

90210 MANAGEMENT COMPANY, LLC 

ANDIAMO’S O’HARE, LLC 

BALLY’S GRAND PROPERTY SUB I, LLC 

BLUE BONNET SECURITY, LLC 

CHESTERFIELD VILLAGE HOTEL, LLC 

COMPRIS HOTEL LLC 

CONRAD INTERNATIONAL (BELGIUM) LLC 

CONRAD INTERNATIONAL (EGYPT) RESORTS CORPORATION 

CONRAD INTERNATIONAL (INDONESIA) CORPORATION 

CONRAD INTERNATIONAL INVESTMENT (JAKARTA) CORPORATION 

CONRAD INTERNATIONAL MANAGE (CIS) LLC 

CONRAD MANAGEMENT LLC 

DESTINATION RESORTS LLC 

DOUBLETREE DTWC LLC 

DOUBLETREE HOTEL SYSTEMS LLC 

DOUBLETREE HOTELS LLC 

DOUBLETREE LLC 

DOUBLETREE MANAGEMENT LLC 

DT MANAGEMENT LLC 

DT REAL ESTATE, LLC 

DTM ATLANTA/LEGACY, INC. 

DTM CAMBRIDGE, INC. 

DTM COCONUT GROVE, INC. 

DTM LARGO, INC. 

DTM MARYLAND, INC. 

DTM SANTA CLARA LLC 

DTM WALNUT CREEK, INC. 

DTR FCH HOLDINGS, INC. 

DTR PAH HOLDING, INC. 

DTR SAN ANTONIO, INC. 

DTR TM HOLDINGS, LLC 

EJP LLC 

EMBASSY DEVELOPMENT LLC 

EMBASSY EQUITY DEVELOPMENT LLC 

EMBASSY MEMPHIS CORPORATION, 

each as Guarantor 
  

			
		
	By:	 	/s/ W. Steven Standefer
		 	Name:   W. Steven Standefer
		 	Title:     Senior Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 EMBASSY SUITES (ISLA VERDE), INC. 

EMBASSY SUITES CLUB NO. 1, INC. 

EMBASSY SUITES CLUB NO. THREE, INC. 

EMBASSY SUITES CLUB NO. TWO, INC. 

EMBASSY SYRACUSE DEVELOPMENT LLC 

EPAM CORPORATION 

FLORIDA CONRAD INTERNATIONAL CORP. 

GRAND VACATIONS REALTY, LLC 

GRAND VACATIONS SERVICES LLC 

GRAND VACATIONS TITLE, LLC 

HAMPTON INNS LLC 

HAMPTON INNS MANAGEMENT LLC 

HHC BC ORLANDO, LLC 

HHC ONE PARK BOULEVARD, LLC 

HIC FIRST LLC 

HIC GAMING CALIFORNIA, INC. 

HIC HOLDINGS LLC 

HIC HOTELS U.S.A. LLC 

HIC RACING CORPORATION 

HIC SAN PABLO LIMITED, INC. 

HIC SAN PABLO, L.P. 

HIC SECOND LLC 

HILTON BEVERAGE LLC 

HILTON CHICAGO BEVERAGE I LLC 

HILTON CHICAGO BEVERAGE II LLC 

HILTON CHICAGO BEVERAGE III LLC 

HILTON CHICAGO BEVERAGE IV LLC 

HILTON CORPORATE DIRECTOR LLC 

HILTON DOMESTIC OPERATING COMPANY INC. 

HILTON EL CON MANAGEMENT LLC 

HILTON EL CON OPERATOR LLC 

HILTON ELECTRONIC DISTRIBUTION SYSTEMS, LLC 

HILTON FRANCHISE HOLDING LLC 

HILTON GARDEN INNS MANAGEMENT LLC 

HILTON GRAND VACATIONS CLUB, LLC 

HILTON GRAND VACATIONS COMPANY, LLC 

HILTON GRAND VACATIONS FINANCING, LLC 

HILTON GRAND VACATIONS MANAGEMENT, LLC 

HILTON HAWAII CORPORATION 

HILTON HHONORS WORLDWIDE, L.L.C. 

HILTON HOLDINGS, LLC, 

each as Guarantor 
  

			
		
	By:	 	/s/ W. Steven Standefer
		 	Name:   W. Steven Standefer
		 	Title:     Senior Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 HILTON HOSPITALITY, LLC 

HILTON ILLINOIS, LLC 

HILTON ILLINOIS HOLDINGS LLC 

HILTON INNS LLC 

HILTON KINGSLAND 1, LLC 

HILTON MANAGEMENT LLC 

HILTON NEW JERSEY SERVICE CORP. 

HILTON OPB, LLC 

HILTON ORLANDO PARTNERS III, LLC 

HILTON RECREATION LLC 

HILTON RESORTS CORPORATION 

HILTON RESORTS MARKETING CORP. 

HILTON SAN DIEGO LLC 

HILTON SPRING CORPORATION 

HILTON SUPPLY MANAGEMENT LLC 

HILTON SYSTEMS SOLUTIONS, LLC 

HILTON SYSTEMS, LLC 

HILTON-OCCC HOTEL, LLC 

HILTON-OCCC MEZZ LENDER, LLC 

HILTON WORLDWIDE PARENT LLC 

HLT AUDUBON LLC 

HLT CA HILTON LLC 

HLT CONRAD DOMESTIC LLC 

HLT CONRAD GP LLC 

HLT DOMESTIC JV HOLDINGS LLC 

HLT DOMESTIC OWNER LLC 

HLT ESP INTERNATIONAL FRANCHISE LLC 

HLT ESP INTERNATIONAL FRANCHISOR CORPORATION 

HLT ESP INTERNATIONAL MANAGE LLC 

HLT ESP INTERNATIONAL MANAGEMENT CORPORATION 

HLT ESP MANAGE LLC 

HLT FRANCHISE II BORROWER LLC 

HLT HQ SPE LLC 

HLT HSM HOLDING LLC 

HLT HSS HOLDING LLC 

HLT JV ACQUISITION LLC 

HLT LIFESTYLE INTERNATIONAL FRANCHISE LLC, 

each as a Guarantor 
  

			
		
	By:	 	/s/ W. Steven Standefer
		 	Name:   W. Steven Standefer
		 	Title:     Senior Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 HLT LIFESTYLE INTERNATIONAL FRANCHISOR CORPORATION 

HLT LIFESTYLE INTERNATIONAL MANAGE LLC 

HLT LIFESTYLE INTERNATIONAL MANAGEMENT CORPORATION 

HLT LIFESTYLE MANAGE LLC 

HLT MEMPHIS DATA LLC 

HLT O’HARE LLC 

HLT OPERATE DTWC LLC 

HLT OWNED II HOLDING LLC 

HLT OWNED II-A BORROWER LLC 

HLT PALMER LLC 

HOMEWOOD SUITES MANAGEMENT LLC 

HOTEL CLUBS OF CORPORATE WOODS, INC. 

HOTELS STATLER COMPANY, INC. 

HPP HOTELS USA LLC 

HPP INTERNATIONAL LLC 

HRC ISLANDER LLC 

HTGV, LLC 

INNVISION, LLC 

INTERNATIONAL RIVERCENTER LESSEE, L.L.C. 

LOCKWOOD PALMER HOUSE, LLC 

MERITEX, LLC 

PARK HOTELS & RESORTS INC. 

PEACOCK ALLEY SERVICE COMPANY, LLC 

POTTER’S BAR PALMER HOUSE, LLC 

PROMUS HOTEL SERVICES, INC. 

PROMUS HOTELS FLORIDA LLC 

PROMUS HOTELS LLC 

PROMUS HOTELS MINNEAPOLIS, INC. 

PROMUS HOTELS PARENT LLC 

PROMUS OPERATING LLC 

PROMUS/KINGSTON DEVELOPMENT CORPORATION 

SALC, INC. 

SAMANTHA HOTEL LLC 

SUITE LIFE LLC 

TEX HOLDINGS, INC. 

WA COLLECTION INTERNATIONAL, LLC 

WALDORF=ASTORIA MANAGEMENT LLC 

WASHINGTON HILTON, L.L.C., 

each as Guarantor 
  

			
		
	By:	 	/s/ W. Steven Standefer
		 	Name:   W. Steven Standefer
		 	Title:     Senior Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 48TH STREET HOLDING LLC

 EMBASSY SUITES MANAGEMENT LLC 

HILTON INTERNATIONAL HOLDING LLC 

HILTON TRAVEL, LLC 

HILTON WORLDWIDE FINANCE CORP. 

HLT EXISTING FRANCHISE HOLDING LLC, 

each as Guarantor 
  

			
		
	By:	 	/s/ Owen Wilcox
		 	Name:   Owen Wilcox
		 	Title:     Assistant Secretary


 HILTON GRAND VACATIONS BORROWER INC. 

HILTON GRAND VACATIONS INC., 

each as Guarantor 
  

			
		
	By:	 	/s/ Mark Wang
		 	Name:   Mark Wang
		 	Title:     President and Chief Executive Officer


 HILTON GRAND VACATIONS BORROWER LLC 

HILTON GRAND VACATIONS PARENT LLC, 

each as Guarantor 
  

			
		
	By:	 	/s/ Allen Klingsick
		 	Name:   Allen Klingsick
		 	Title:     President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	DEUTSCHE BANK AG NEW YORK BRANCH,
	 as Administrative Agent, Swing Line Lender, L/C

Issuer and Amendment No. 2 Refinancing
 Revolving Credit
Lender

		
	By:	 	/s/ Anca Trifan
		 	Name:   Anca Trifan
		 	Title:   Managing Director
		
	By:	 	/s/ Peter Cucchiara
		 	Name:   Peter Cucchiara
		 	Title:     Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 Bank of America, N.A., as an Amendment No. 2

Refinancing Revolving Credit Lender

		
	By:	 	/s/ Will T. Bowers, Jr.
		 	Name:   Will T. Bowers, Jr.
		 	Title:     Senior Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 JPMorgan Chase Bank, N.A., as an Amendment

No. 2 Refinancing Revolving Credit Lender

		
	By:	 	/s/ Nadeige Dang
		 	Name: Nadeige Dang
		 	Title: Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	GOLDMAN SACHS LENDING PARTNERS LLC, as an Amendment No. 2 Refinancing Revolving Credit Lender
		
	By:	 	/s/ Annie Carr
		 	Name:   Annie Carr
		 	Title:     Authorized Signatory



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 Barclays Bank PLC, as an Amendment No. 2

Refinancing Revolving Credit Lender

		
	By:	 	/s/ Marguerite Sutton
		 	Name:   Marguerite Sutton
		 	Title:     Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Amendment No. 2

Refinancing Revolving Credit Lender

		
	By:	 	/s/ Mark F. Monahan
		 	Name:   Mark F. Monahan
		 	Title:     Senior Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 Morgan Stanley Bank, N.A., as an Amendment

No. 2 Refinancing Revolving Credit Lender

		
	By:	 	/s/ Michael King
		 	Name:   Michael King
		 	Title:     Authorized Signatory



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 SunTrust Bank, as an Amendment No. 2

Refinancing Revolving Credit Lender

		
	By:	 	/s/ Mary K. Lundin
		 	Name:   Mary K. Lundin
		 	Title:     Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 Citibank N.A., as an Amendment No. 2

Refinancing Revolving Credit Lender

		
	By:	 	/s/ John Rowland
		 	Name:   John Rowland
		 	Title:     Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 The Royal Bank of Scotland plc, as an

Amendment No. 2 Refinancing Revolving
 Credit Lender

		
	By:	 	/s/ Stephanie J. Reid
		 	Name:   Stephanie J. Reid
		 	Title:     Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 HSBC Bank USA, National Association, as an

Amendment No. 2 Refinancing Revolving
 Credit Lender

		
	By:	 	/s/ Alan Vitulich
		 	Name:   Alan Vitulich
		 	Title:     Director



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Amendment No. 2 Refinancing Revolving Credit Lender
		
	By:	 	/s/ Lawrence Elkins
		 	Name:   Lawrence Elkins
		 	Title:     Vice President



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	Credit Suisse AG, Cayman Islands Branch,
	  
 As an Amendment No. 2 Refinancing Revolving Credit
Lender

		
	By:	 	/s/ William O’Daly
		 	Name:   William O’Daly
		 	Title:     Authorized Signatory
		
	By:	 	/s/ Karim Rahimtoola
		 	Name:   Karim Rahimtoola
		 	Title:     Authorized Signatory



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 Sumitomo Mitsui Banking Corporation, as an

Amendment No. 2 Refinancing Revolving Credit Lender

		
	By:	 	/s/ Hideo Notsu
		 	Name:   Hideo Notsu
		 	Title:     Managing Director



  
 Hilton –
Amendment No. 2 to Credit Agreement 








 
			
	 Credit Agricole Corporate and Investment Bank,

as an Amendment No. 2 Refinancing Revolving Credit Lender

		
	By:	 	/s/ Steven Jonassen
		 	Name:   Steven Jonassen
		 	Title:     Managing Director
		
	By:	 	/s/ Gianna Gioia
		 	Name:   Gianna Gioia
		 	Title:     Vice President


  

  
 Hilton –
Amendment No. 2 to Credit Agreement 








 Schedule 1.01A 
  

					
	 Revolving Credit Lenders
	  	Revolving Credit
Commitments	 
	 Deutsche Bank AG New York Branch
	  	$	112,000,000	  
	 Bank of America, N.A.
	  	$	112,000,000	  
	 JPMorgan Chase Bank, N.A.
	  	$	112,000,000	  
	 Goldman Sachs Lending Partners LLC
	  	$	78,000,000	  
	 Barclays Bank PLC
	  	$	78,000,000	  
	 Wells Fargo Bank, National Association
	  	$	78,000,000	  
	 Morgan Stanley Bank, N.A.
	  	$	78,000,000	  
	 Suntrust Bank
	  	$	63,500,000	  
	 Citibank, N.A.
	  	$	63,500,000	  
	 The Royal Bank of Scotland plc
	  	$	38,000,000	  
	 HSBC Bank USA, National Association
	  	$	38,000,000	  
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	38,000,000	  
	 Credit Suisse AG, Cayman Islands Branch
	  	$	38,000,000	  
	 Sumitomo Mitsui Banking Corporation
	  	$	38,000,000	  
	 Credit Agricole Corporate and Investment Bank
	  	$	35,000,000	  
		
	 Total:
	  	$	1,000,000,000	  









					
	 L/C Issuer
	  	Applicable L/C
Fronting Sublimit	 
	 Deutsche Bank AG New York Branch
	  	$	45,000,000	  
	 Bank of America, N.A.
	  	$	23,000,000	  
	 JPMorgan Chase Bank, N.A.
	  	$	23,000,000	  
	 Barclays Bank PLC
	  	$	14,750,000	  
	 Goldman Sachs Lending Partners LLC
	  	$	14,750,000	  
	 Morgan Stanley Bank, N.A.
	  	$	14,750,000	  
	 Wells Fargo Bank, National Association
	  	$	14,750,000	  
		
	 Total:
	  	$	150,000,000