SIXTH SUPPLEMENTAL INDENTURE
This Sixth Supplemental Indenture (this Supplemental Indenture), dated as of March 8, 2019, among each of the Subsidiary Guarantors listed on the signature pages hereto (each, a Guaranteeing Subsidiary), each a subsidiary of Hilton Worldwide Finance LLC, a Delaware limited liability company (the Parent), and Wilmington Trust, National Association, a national banking association, as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, Hilton Escrow Issuer LLC, a Delaware limited liability company (the Escrow Issuer), and Hilton Escrow Issuer Corp., a Delaware corporation (the Escrow Co-Issuer and, together with the Escrow Issuer, the Escrow Issuers) have heretofore executed and delivered to the Trustee an Indenture, dated as of August 18, 2016 (as supplemented 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, the Fourth Supplemental Indenture, dated as of December 12, 2016, and the Fifth Supplemental Indenture, dated as of December 6, 2017, the Indenture) providing for the issuance of an unlimited aggregate principal amount of 4.250% Senior Notes due 2024 (the Notes);
WHEREAS, in connection with the HOC Assumption, Hilton Domestic Operating Company Inc., a Delaware corporation (the Issuer), assumed the Escrow Issuers obligations with respect to the Notes and the Indenture, and the Initial Guarantors agreed to unconditionally guarantee the Issuers obligations with respect to the Notes on the terms set forth in the Indenture;
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the Guarantee); 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 Guarantee. Each Guaranteeing Subsidiary 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 the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each Guaranteeing Subsidiary 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 each Guaranteeing Subsidiary shall be given as provided in Section 13.02 of the Indenture.
(4) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.