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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 3, 2025 (January 31, 2025)

Hilton Grand Vacations Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37794	81-2545345
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6355 MetroWest Boulevard, Suite 180 Orlando, Florida		32835
(Address of principal executive offices)		(Zip Code)

(407) 613-3100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		HGV		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On January 31, 2025, Hilton Grand Vacations Inc., a Delaware corporation (the “Company” or “HGV”), Hilton Grand Vacations Parent LLC, a Delaware limited liability company (“Holdings”), Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Borrower”), and certain subsidiaries of the Borrower, entered into Amendment No. 8 to the Credit Agreement (the “Amendment”), which amended the Credit Agreement, dated as of August 2, 2021, by and among the Company, Holdings, the Borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “Credit Agreement”), pursuant to which, among other things, the Borrower incurred $1.0 billion of a new class of revolving credit commitments (the “New Revolving Credit Facility”). Each capitalized term used herein and not otherwise defined herein shall have the same meaning as specified in the Credit Agreement.

Immediately prior to the incurrence of the New Revolving Credit Facility, the Borrower terminated its existing revolving credit commitments in full.

The New Revolving Credit Facility will mature on January 31, 2030. The Borrower may voluntarily prepay borrowings under the New Revolving Credit Facility (which prepayments may be reborrowed) at any time without premium or penalty.

Borrowings under the New Revolving Credit Facility bear interest, at the Borrower’s option, at a rate equal to a margin (which (x) in the case of Base Rate (as defined below) borrowings, that will range from 0.50% to 0.95% per annum based on the Consolidated First Lien Net Leverage Ratio and (y) in the case of Term SOFR (as defined below) borrowings, that will range from 1.50% to 1.95% per annum based on the Consolidated First Lien Net Leverage Ratio) over either (a) a base rate (the “Base Rate”) determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) Term SOFR for a one-month interest period plus 1.00% or (b) a SOFR rate (“Term SOFR”) determined by reference to the forward-looking term SOFR rate published by CME Group Benchmark Administration Limited for the interest period relevant to such borrowing. The New Revolving Credit Facility is subject to a Term SOFR floor of 0%. Additionally, the New Revolving Credit Facility requires a commitment fee in respect of unused commitments under the New Revolving Credit Facility that will be determined based on a consolidated first lien net leverage ratio and will range from 0.20% to 0.30% per annum.

Holdings and the Subsidiary Guarantors will continue to unconditionally guarantee the obligations under the Credit Agreement, including under the New Revolving Credit Facility. The obligations are secured by a first-priority security interest in substantially all of the assets of Holdings, the Borrower and the Subsidiary Guarantors (subject to certain exceptions and qualifications). The loans under the New Revolving Credit Facility will rank pari passu in right of payment and pari passu in right of security with the Initial Term Loans, the Amendment No. 4 Term Loans and the Amendment No. 7 Term Loans.

Additionally, in connection with the Amendment, (i) the Applicable Rate applicable to the Initial Term Loans was reduced (x) for Term Benchmark Loans, from 2.50% to 2.00% per annum and (y) for Base Rate Loans, from 1.50% to 1.00% per annum, (ii) the Applicable Rate applicable to the Amendment No. 4 Term Loans was reduced (x) for Term Benchmark Loans, from 2.25% to 2.00% per annum and (y) for Base Rate Loans, from 1.25% to 1.00% per annum, (iii) the Applicable Rate applicable to the Amendment No. 7 Term Loans was reduced (x) for Term Benchmark Loans, from 1.75% to 1.65% per annum and (y) for Base Rate Loans, from 0.75% to 0.65% per annum and (iv) certain covenants and terms under the Credit Agreement were modified to provide greater flexibility for the Borrower and its subsidiaries, including increasing the Consolidated First Lien Net Leverage Ratio financial covenant from 3.25:1.00 to 4.25:1.00 (which, at the election of the Borrower, is subject to a 0.50:1.00 increase following certain material acquisitions).

This summary is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description

Exhibit 10.1	Amendment No. 8 to the Credit Agreement, dated as of January 31, 2025, by and among Hilton Grand Vacations Inc., Hilton Grand Vacations Parent LLC, Hilton Grand Vacations Borrower LLC, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent.

Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HILTON GRAND VACATIONS INC.

	By:	/s/ Charles R. Corbin
		Charles R. Corbin
		Executive Vice President, General Counsel and Secretary

Date: February 3, 2025

EX-10.1 2 ef20042787_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 8 TO THE CREDIT AGREEMENT

AMENDMENT NO. 8 TO THE CREDIT AGREEMENT, dated as of January 31, 2025 (this “Amendment No. 8”), among HILTON GRAND VACATIONS BORROWER LLC, a Delaware limited liability company (the “Company”), HILTON GRAND VACATIONS PARENT LLC, a Delaware limited liability company (“Parent”), the other guarantors party hereto (the “Guarantors”), BANK OF AMERICA, N.A., as the administrative agent (in such capacity, the “Administrative Agent”), the Amendment No. 8 Revolving Credit Lenders (as defined herein), each Amendment No. 7 Term Loan Lender, the New Term Loan Lender (as defined herein) and each Existing Other Term Loan Lender (as defined herein). Each capitalized term used herein and not otherwise defined herein shall have the same meaning as specified in the Amended Credit Agreement (as defined below).

PRELIMINARY STATEMENTS:

WHEREAS, the Company, Parent, the other guarantors from time to time party thereto, the Administrative Agent and the lenders from time to time party thereto are party to that certain Credit Agreement, dated as of August 2, 2021 (as amended by Amendment No. 1 to the Credit Agreement, dated as of December 16, 2021, Amendment No. 2 to the Credit Agreement, dated as of May 31, 2023, Amendment No 3 to the Credit Agreement, dated as of October 6, 2023, Amendment No. 4 to the Credit Agreement, dated as of January 17, 2024, Amendment No. 5 to the Credit Agreement, dated as of April 8, 2024, Amendment No. 6 to the Credit Agreement, dated as of July 18, 2024, and Amendment No. 7 to the Credit Agreement, dated as of October 8, 2024, and as further amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; as amended by this Amendment No. 8, the “Amended Credit Agreement”);

WHEREAS, immediately prior to the Amendment No. 8 Effective Date, the Company desires to permanently terminate the Amendment No. 1 Revolving Commitments in full;

WHEREAS, pursuant to Section 2.14 of the Credit Agreement, the Company may from time to time request Incremental Revolving Credit Commitments, subject to the terms and conditions set forth therein;

WHEREAS, the Company has requested that each Lender listed on Schedule 1 hereto as an “Amendment No. 8 Revolving Credit Lender” (each, an “Amendment No. 8 Revolving Credit Lender” and, collectively, the “Amendment No. 8 Revolving Credit Lenders”) provide a new Class of Incremental Revolving Credit Commitments pursuant to Section 2.14 of the Credit Agreement in an aggregate principal amount of $1,000,000,000 (such Incremental Revolving Credit Commitments in such principal amount referred to herein as the “Amendment No. 8 Revolving Credit Commitments”);

WHEREAS, each Amendment No. 8 Revolving Credit Lender is willing, subject to the terms and applicable conditions set forth herein and in the Amended Credit Agreement, to make available to the Company, Amendment No. 8 Revolving Credit Commitments in an aggregate principal amount set forth opposite its name under the column entitled “Amendment No. 8 Revolving Credit Commitment” in Schedule 1 attached hereto;

WHEREAS, the Company has requested an amendment to the Credit Agreement pursuant to which certain provisions of the Credit Agreement will be amended as set forth herein;

WHEREAS, Bank of America, N.A. has informed the Lenders, the L/C Issuers and the Company of its decision to resign as Administrative Agent, Collateral Agent and Swingline Lender in accordance with Section 9.09 of the Credit Agreement and the Lenders party hereto (which, collectively, constitute the Required Lenders immediately after giving effect to the Amendment No. 8 Effective Date) have agreed to appoint, and the Company hereby consents to the appointment of, Wells Fargo Bank, National Association (“Wells Fargo Bank”) as successor Administrative Agent, Collateral Agent and Swingline Lender in accordance with, and with effect on the date specified in, Section 6 hereof;

WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Company, each Amendment No. 8 Revolving Credit Lender, each Amendment No. 7 Term Loan Lender, the New Term Loan Lender and each Existing Other Term Loan Lender, have agreed to amend the Credit Agreement on the terms set forth herein;

WHEREAS, each Lender holding Initial Term Loans and/or Amendment No. 4 Term Loans immediately prior to the Amendment No. 8 Effective Date, (the “Existing Other Term Loans” and, the Lenders with Existing Other Term Loans, the “Existing Other Term Loan Lenders”) that executes and delivers a consent (a “Consent”) in the form of Exhibit A to this Amendment No. 8 by 12:00 p.m., New York City time on January 24, 2025 (the “Consent Deadline”) will have agreed to the terms of this Amendment No. 8 upon effectiveness of this Amendment No. 8 on the Amendment No. 8 Effective Date;

WHEREAS, each of (i) Wells Fargo Securities, LLC (“WFS”) has agreed to act as lead arranger and bookrunner, (ii) Deutsche Bank Securities Inc. (“DBSI”), Barclays Bank PLC (“Barclays”), BofA Securities, Inc. (“BofA Securities”), JPMorgan Chase Bank, N.A. (“JPM”) and Truist Bank have agreed to act as syndication agents and (iii) BMO Capital Markets Corp. (“BMOCMC”), Citizens Bank, National Association (“Citizens Bank”), Goldman Sachs Bank USA (“GS Bank”), MUFG Bank Ltd. (“MUFG”) and Regions Capital Markets, a division of Regions Bank (“Regions”) have agreed to act as documentation agents, in each case, in connection with the Amendment No. 8 Revolving Credit Commitments; and

WHEREAS, each of (i) DBSI, WFS, Barclays, BofA Securities, JPM, Truist Securities, Inc., Citizens Bank, GS Bank, and MUFG have agreed to act as joint lead arrangers and bookrunners and (ii) BMOCMC, Regions, CIBC World Markets Corp., Fifth Third Bank, National Association and HSBC Securities (USA) Inc. have agreed to act as co-managers, in each case, in connection with certain amendments related to the Existing Other Term Loans (as defined below).

Therefore, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. Amendment No. 8 Revolving Credit Commitments. The Company, each Amendment No. 8 Revolving Credit Lender and the Administrative Agent hereby agree that:

(a) immediately prior to the Amendment No. 8 Effective Date, the Amendment No. 1 Revolving Credit Commitments shall be permanently and irrevocably terminated in full in accordance with Section 2.06(a) of the Credit Agreement;

(b) this Amendment No. 8 is an Incremental Amendment referred to in Section 2.14 of the Credit Agreement;

(c) the Amendment No. 8 Revolving Credit Commitments provided pursuant to this Amendment shall constitute Incremental Revolving Credit Commitments referred to in Section 2.14 of the Credit Agreement;

(d) on and after the Amendment No. 8 Effective Date, (i) each Amendment No. 8 Revolving Credit Lender hereby agrees to provide Amendment No. 8 Revolving Credit Commitments in an aggregate principal amount set forth opposite its name under the column entitled “Amendment No. 8 Revolving Credit Commitment” in Schedule 1 attached hereto, (ii) each Amendment No. 8 Revolving Credit Lender listed on Schedule 2 attached hereto hereby agrees to act as an L/C Issuer and (iii) Bank of America, N.A. hereby agrees to act as the Swing Line Lender, in each case, pursuant to and subject to the terms and conditions set forth herein and in the Amended Credit Agreement; (e) notwithstanding anything to the contrary in the Credit Agreement, this Amendment No.

8 shall constitute the notice required pursuant to (i) Section 2.06(a) of the Credit Agreement with respect to the termination of the Amendment No. 1 Revolving Credit Commitments and (ii) Section 2.14(a) of the Credit Agreement with respect to the establishment of Incremental Revolving Credit Commitments; and

(f) each Amendment No. 8 Revolving Credit Lender agrees, from and after the Amendment No. 8 Effective Date, that each Existing Letter of Credit shall be deemed to be outstanding under the Amended Credit Agreement and each Amendment No. 8 Revolving Credit Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase risk participations in each such Existing Letter of Credit, ratably in accordance with such Amendment No. 8 Revolving Credit Lender’s Revolving Credit Commitments immediately after giving effect to this Amendment No. 8.

(g) the Company, the Administrative Agent and each Amendment No. 8 Revolving Credit Lender agree, from and after the Amendment No. 8 Effective Date, notwithstanding the termination of the existing Amendment No. 1 Revolving Credit Commitments immediately prior to the Amendment No. 8 Effective Date, that (i) each Revolving Credit Loan outstanding immediately prior to the Amendment No. 8 Effective Date shall remain outstanding on and after the Amendment No. 8 Effective Date and be deemed to have been made and outstanding under the Amended Credit Agreement and (ii) each Amendment No. 1 Revolving Credit Lender shall assign Revolving Credit Loans to the Amendment No. 8 Revolving Credit Lenders, and the Amendment No. 8 Revolving Credit Lenders shall purchase such Revolving Credit Loans, in each case, to the extent necessary for the Revolving Credit Loans to be held by the Amendment No. 8 Revolving Credit Lenders on a pro rata basis based on their respective Amendment No. 8 Revolving Credit Commitments immediately after giving effect to the Amendment No. 8 Effective Date).

SECTION 2. Amendments to Credit Agreement. Effective as of the Amendment No. 8 Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof:

(a) the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex A hereto;

(b) Schedule 1.01A to the Credit Agreement is hereby amended and restated in its entirety as set forth in Annex B hereto; and

(c) Schedule 1.01H to the Credit Agreement is hereby amended and restated in its entirety as set forth in Annex C hereto.

SECTION 3. Conditions of Effectiveness to Amendment No. 8. This Amendment No. 8 shall become effective on the date (the “Amendment No. 8 Effective Date”) when, and only when, the following conditions shall have been satisfied:

(a) the Administrative Agent shall have received (i) counterparts (which shall be originals or pdf copies or other facsimiles) of this Amendment No. 8 executed by (v) HGVI, (w) each Loan Party, (x) each Amendment No. 7 Term Loan Lender, (y) each Amendment No. 8 Revolving Lender and (z) the New Term Loan Lender (in each case, or written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of this Amendment No. 8) that such party has signed a counterpart of this Amendment No. 8) and (ii) a Consent in the form of Exhibit A to this Amendment No. 8, duly executed by (x) each Existing Other Term Loan Lender (excluding any Non-Consenting Lender (as defined below)), (y) Lenders representing the Required Facility Lenders for the Initial Term Loans immediately prior to the Amendment No. 8 Effective Date and (z) Lenders representing the Required Facility Lenders for the Amendment No. 4 Term Loans immediately prior to the Amendment No. 8 Effective Date, in each case, by the Consent Deadline (or written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of a Consent) that such party has signed a Consent); (b) the Administrative Agent shall have received the following, each of which shall be originals or pdf copies or other facsimiles unless otherwise specified, each properly executed by a Responsible Officer of HGVI or the signing Loan Party, as applicable, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of HGVI and each Loan Party, certificates or memorandums and articles of incorporation, certificates of limited partnership or certificates of formation, including all amendments thereto, of HGVI and each Loan Party, certified (as of a recent date), if applicable, by the Secretary of State (or other similar official) of the jurisdiction of its organization or incorporation, as the case may be (or a certification from a Responsible Officer of the Company that there have been no changes to such documents delivered to the Administrative Agent on the Amendment No. 7 Effective Date, except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of HGVI and each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment No. 8 and the other Loan Documents to which HGVI or such Loan Party is a party or is to be a party on the Amendment No. 8 Effective Date (or a certification from a Responsible Officer of the Company that since the Amendment No. 7 Effective Date there have been no changes to the incumbency certificates of the officers of the Loan Parties delivered to the Administrative Agent on the Amendment No. 7 Effective Date);

(ii) an opinion from Simpson Thacher & Bartlett LLP, New York counsel to HGVI and the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and the Amendment No. 8 Revolving Lenders;

(iii) a certificate, dated the Amendment No. 8 Effective Date and signed by a Responsible Officer of the Company, certifying on behalf of the Company as to clauses (d) and (e) in Section 4 below;

(c) the Administrative Agent shall have received, at least three (3) Business Days prior to the Amendment No. 8 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation, that the Administrative Agent has requested at least ten Business Days prior to the Amendment No. 8 Effective Date;

(d) (i) the Administrative Agent shall have received evidence of payment of all reasonable and documented out-of-pocket costs, fees and expenses due to the Administrative Agent in accordance with Section 10.04 of the Credit Agreement and to the extent invoiced at least three (3) Business Days prior to the Amendment No. 8 Effective Date for which, in the case of expenses, reasonably detailed invoices have been presented and (ii) the Company shall have paid all fees required to be paid by the Company on the Amendment No. 8 Effective Date pursuant to (x) that certain engagement letter, dated as of January 21, 2025, among the financial institutions party thereto and the Company entered into connection with the transactions contemplated hereby and (y) any “Fee Letter” referred to therein; and (e) the Company shall have paid to the Administrative Agent all accrued and unpaid interest on the Initial Term Loans and the Amendment No.

4 Term Loans to, but not including, the Amendment No. 8 Effective Date.

Without limiting the generality of the provisions of Section 9.03(b) of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment No. 8 shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment No. 8 Effective Date specifying its objection thereto.

SECTION 4. Representations and Warranties. Each Loan Party and HGVI represents and warrants to the Administrative Agent and the Lenders that on and as of the Amendment No. 8 Effective Date:

(a) each Loan Party and HGVI (i) is a Person duly organized or formed, validly existing and in good standing (where relevant) 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 No. 8 and perform its obligations under this Amendment No. 8 and the other Loan Documents to which it is a party, except in respect of clause (i) of this Section 4(a) (other than with respect to the Company), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(b) the execution and delivery by each Loan Party and HGVI of this Amendment No. 8 and the performance under this Amendment No. 8, are within HGVI’s or such Loan Party’s corporate or other powers and have been duly authorized by all necessary corporate or other organizational action, and do 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 violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect;

(c) this Amendment No. 8 has been duly executed and delivered by HGVI and each Loan Party that is party hereto. This Amendment No. 8 constitutes, a legal, valid and binding obligation of HGVI and such Loan Party, enforceable against HGVI and such Loan Party that is party hereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity, (ii) the need for filings, recordations and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries;

(d) the representations and warranties of each Loan Party set forth in Article V of the Amended Credit Agreement and in each 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” are true and correct in all respects as so qualified) on and as of the Amendment No. 8 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date; and

(e) no Event of Default has occurred and is continuing or exists after giving effect to this Amendment No. 8.

SECTION 5. New Term Loan Lenders and Non-Consenting Lenders.

(a) If any Existing Other Term Loan Lender (each, a “Non-Consenting Lender”) declines or fails to consent to this Amendment No. 8 by failing to return an executed Consent to the Administrative Agent prior to the Consent Deadline or elects to assign its Existing Other Term Loans as provided in its executed Consent, then pursuant to and in compliance with the terms of Section 3.07(d) of the Credit Agreement, such Non-Consenting Lender may be replaced and all of its interests, rights and obligations under the Credit Agreement and the related Loan Documents with respect to its Existing Other Term Loans purchased and assumed by either a New Term Loan Lender or an existing Lender which is willing to execute the Consent. As of the Amendment No. 8 Effective Date, each Non-Consenting Lender will be deemed to have executed an Assignment and Assumption Agreement (“Assignment Agreement”) for all of its then outstanding Existing Other Term Loans and will be deemed to have assigned all of its then outstanding Existing Other Term Loans to Deutsche Bank AG New York Branch (the “New Term Loan Lender”), in each case pursuant to and in compliance with the terms of Section 3.07(b) of the Credit Agreement.

(b) The New Term Loan Lender hereby (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment No. 8, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

(c) The Administrative Agent hereby (i) consents to the assignment of the then outstanding Existing Other Term Loans of each Non-Consenting Lender to the New Term Loan Lender in accordance with Section 10.07 of the Credit Agreement and (ii) agrees that no assignment fees specified in Section 10.07 shall be required to be paid by the Company (or otherwise) in connection with such assignment.

(d) This Amendment No. 8 shall constitute the notice required under Section 3.07(a) of the Credit Agreement.

(e) For the avoidance of doubt, all Existing Other Term Loans shall continue to be outstanding as Initial Term Loans or Amendment No. 4 Term Loans, as the case may be, under the Amended Credit Agreement on and after the Amendment No. 8 Effective Date, subject to the terms of this Amendment No. 8, and for the avoidance of doubt (i) the Initial Term Loans shall continue as the same Class of Term Loans for all purposes under the Amended Credit Agreement and (ii) the Amendment No. 4 Term Loans shall continue as the same Class of Term Loans for all purposes under the Amended Credit Agreement.

SECTION 6. Agency Transfer Provisions; CDOR replacement. Each of the Existing Other Term Loan Lenders, Amendment No. 7 Term Loan Lenders, Amendment No. 8 Revolving Lenders and the New Term Loan Lender hereby acknowledge and agree that, notwithstanding any provision of Section 9.09 of the Amended Credit Agreement, Bank of America, N.A., in its capacity as Administrative Agent, Collateral Agent and Swing Line Lender, may resign in its role as Administrative Agent, Collateral Agent and Swing Line Lender and assign such roles under the Amended Credit Agreement to Wells Fargo Bank (or one of its Affiliates) no later than 60 days following the Amendment No. 8 Effective Date (or such later date as Bank of America, N.A. and Wells Fargo Bank may mutually agree, in consultation with the Company) (such date, the “BofA Resignation Effective Date”). With effect from the BofA Resignation Effective Date, (1) Bank of America, N.A. shall be discharged from its duties and obligations in its capacity as Administrative Agent and Collateral Agent under the Amended Credit Agreement and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the Bank of America, N.A., all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent shall instead be made by or to Wells Fargo Bank (or one of its Affiliates), in its capacity as Administrative Agent and Collateral Agent. Upon the consummation of the BofA Resignation Effective Date, Wells Fargo Bank (or one of its Affiliates) shall succeed to and become vested with all of the rights, powers, privileges and duties of Bank of America, N.A., in its capacity as Administrative Agent, Collateral Agent and Swing Line Lender (other than any rights to indemnity payments or other amounts owed to Bank of America, N.A. as of the BofA Resignation Effective Date), and Bank of America, N.A. shall be discharged from all of its duties and obligations in its capacity as Administrative Agent, Collateral Agent and Swing Line Lender under the Amended Credit Agreement and the other Loan Documents. The Company and Wells Fargo Bank may, without the consent of any other Agent or Lender, effect such amendments to the Amended Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Company and Wells Fargo Bank , to effect the provisions of this Section 6 and any other changes necessary to evidence Wells Fargo Bank (or one of its Affiliates) assuming the rights, powers, privileges and duties of its role as Administrative Agent, Collateral Agent and Swing Line Lender, including any amendments to reflect any reasonable operational and/or administrative requirements of Wells Fargo Bank in its capacity as successor Administrative Agent, Collateral Agent and Swingline Lender. In addition, each of the Amendment No. 8 Revolving Lenders, the L/C Issuers and the Swingline Lender hereby agree that, notwithstanding anything to the contrary in Section 3.03(b) or Section 10.01 of the Amended Credit Agreement, any amendment effected pursuant to the foregoing sentence may include the replacement of CDOR Rate with “Term CORRA” (to be defined, and effectuated pursuant to mechanics, based upon Wells Fargo Bank’s standard form or as otherwise reasonably agreed between Wells Fargo Bank and the Company) and such amendment shall become effective without the consent of any other Agent or Lender; provided that, in no event shall such amendment include any “credit spread adjustment” with respect to Term CORRA.

SECTION 7. Reference to and Effect on the Credit Agreement and the Loan Documents.

(a) On and after the Amendment No. 8 Effective Date, 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 to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement. This Amendment No. 8 constitutes a “Loan Document” under and for all purposes of the Loan Documents.

(b) The Credit Agreement, as specifically amended by this Amendment No. 8, 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 of the Loan Parties under the Loan Documents, in each case as amended by this Amendment No. 8.

(c) The execution, delivery and effectiveness of this Amendment No. 8 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.

(d) Each Loan Party (and in the case of clause (iii) below, HGVI) 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, subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations pursuant to the Guaranty.

(e) This Amendment No. 8 shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment No. 8 Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in Amendment No. 8 or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under the Credit Agreement or any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Amendment No. 8.

SECTION 8. Execution in Counterparts. This Amendment No. 8 may be executed in any number of counterparts and by different parties hereto in separate counterparts as necessary or convenient, including both paper and electronic counterparts, each of 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. This Amendment No. 8 and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment No. 8 (each an “Amendment Communication”), including Amendment Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the parties hereto agrees that any Electronic Signature on or associated with any Amendment Communication shall be valid and binding on each of the parties hereto to the same extent as a manual, original signature, and that any Amendment Communication entered into by Electronic Signature will constitute the legal, valid and binding obligation of each of the parties hereto enforceable against such party in accordance with the terms hereof to the same extent as if a manually executed original signature was delivered. Any other Amendment Communication may be executed in any number of counterparts and by different parties thereto in separate counterparts as necessary or convenient, including both paper and electronic counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same Amendment Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by each of the Loan Parties, the Administrative Agent and each of the Lenders of a manually signed paper Amendment Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Amendment Communication converted into another format for transmission, delivery and/or retention. Each of the Loan Parties, the Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Amendment Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Amendment Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan party without further verification and (ii) upon the reasonable request of the Administrative Agent (on behalf of itself or any Lender), any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

SECTION 9. Governing Law. THIS AMENDMENT NO. 8 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT NO. 8 OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT NO. 8, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT NO. 8, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT NO. 8 OR OTHER DOCUMENT RELATED HERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 8 IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER OR OTHER ELECTRONIC TRANSMISSION) IN SECTION 10.02 OF THE AMENDED CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT NO. 8 WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

SECTION 10. Waiver of Right to Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AMENDMENT NO. 8 HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT NO. 8 OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT NO. 8, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT NO. 8 MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 11. Severability. If any provision of this Amendment No. 8 is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment No. 8 shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 8 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

HILTON GRAND VACATIONS BORROWER LLC, as the Borrower

By:	/s/ Ben Loper
	Name:	Ben Loper
	Title:	Senior Vice President and Treasurer

HILTON GRAND VACATIONS PARENT LLC, as Parent

By:	/s/ Ben Loper
	Name:	Ben Loper
	Title:	Senior Vice President and Treasurer

HILTON GRAND VACATIONS INC.,
as a Guarantor and solely in respect of certain applicable provisions of Sections 4, 7 and 9 of this Amendment No. 8 and Article XI of the Credit Agreement

By:	/s/ Ben Loper
	Name:	Ben Loper
	Title:	Senior Vice President