SECOND AMENDED AND ENHANCED CREDIT AGREEMENT
THIS SECOND AMENDED AND UPDATED CREDIT AGREEMENT, dated January 6, 2014 (the ??Credit agreement?? or ??Agreement??), is by and among HYATT HOTELS CORPORATION, a Delaware corporation (??Hyatt??), HOTEL INVESTORS I, INC., a limited liability company duly constituted and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 2-4, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered in Trade and Companies Register, Luxembourg under number B 157.496 (the ??Foreign borrower??), these significant national Hyatt subsidiaries identified as ?? Guarantors ?? on the signature pages hereof and other Hyatt affiliates which may from time to time become a party hereto (the ??Guarantors??), the lenders named herein and other lenders who may become a party hereto (collectively, the ??Lenders?? and individually, a ??Lender??), BANK WELLS FARGO, NATIONAL ASSOCIATION, as Administrative Agent of the Lenders (in this capacity, the ??Administrative agent??), BANK OF AMERICA, NA, as Syndication Agent for Lenders (as such, the ??Syndication agent??), WELLS FARGO TITLES, LLC, BOFA SECURITIES, INC., DEUTSCHE BANK SECURITIES INC.,
JPMORGAN BANK CHASE, NA and THE BANK OF NOVA SCOTIA, as Associate Bookrunners and as Co-responsible arrangers, and DEUTSCHE BANK SECURITIES INC., JPMORGAN CHASE BANK, N / A, THE BANK OF NOVA SCOTIA, GOLDMAN SACHS LENDING PARTNERS LLC, SUNTRUST BANK and NATIONAL ASSOCIATION OF THE AMERICAN BANK as Co-documentation Agents.
WHILE, certain of the lenders and other financial institutions have made available to the borrower a revolving credit facility of $ 1,500,000,000 under the terms and conditions contained in this amended and restated credit agreement dated September 9 2011 by and among the Borrower, Party Guarantors, Party Lenders, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, NA, as Syndication Agent, Wells Fargo Securities, LLC and BofA Securities, Inc., as Joint Book Runners, Wells Fargo Securities, LLC, BofA Securities, Inc., JP Morgan Securities LLC and Deutsche Bank Securities Inc., as Co-responsible Arrangers, and JPMorgan Chase Bank, NA, Deutsche Bank Securities, Inc. and SunTrust Bank, as Co-documentation Agents (as amended, restated, modified or supplemented to the date hereof, the “Existing Facility?”); and
WHILE, the Borrower, the Administrator, the Lenders and the other parties hereto wish to modify and restate the terms of the Existing Facility as set out below.
NOW THEREFORE IN CONSIDERATION premises and any other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the Existing Installation is modified and reformulated as follows:
As used in this Credit Agreement, the following terms will have the meanings specified below, unless the context otherwise requires:
??1031 Exchange?? has the meaning indicated in article 6.3 (c).