On January 17, 2024, Hilton Grand Vacations Inc., Hilton Grand Vacations Parent LLC, Hilton Grand Vacations Borrower LLC, (the Borrower or Issuer), and certain subsidiaries of the Borrower (the Subsidiary Guarantors), entered into Amendment No. 4 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 $900.0 million of incremental term loans (the New Term Loans). Proceeds from the New Term Loans, together with proceeds from the Notes (as defined below) and cash on hand at the Company and its subsidiaries, were used to (i) pay the Merger Consideration (as defined below) and fees and expenses incurred in connection with the Amendment and (ii) refinance the repayment of certain indebtedness of Bluegreen Vacations Holding Corporation., a Florida corporation (?BVH?) and its subsidiaries.

The New Term Loans constitute a new class of term loans under the Credit Agreement and rank pari passu in right of payment and pari passu in right of security with the existing initial term loans and revolving facility under the Credit Agreement and the Notes. The New Term Loans will mature on January 17, 2031 (the ?New Term Loan Maturity Date?) and are subject to the same affirmative and negative covenants and events of default as the existing initial term loans under the Credit Agreement after giving effect to the Amendment. The New Term Loans 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, is equal to 1.75% per annum and (y) in the case of Term SOFR (as defined below) borrowings, is equal to 2.75% per annum) 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 Term Loans are subject to a Term SOFR floor of 0%. The Borrower may voluntarily prepay outstanding New Term Loans at any time without premium or penalty, other than a 1.00% prepayment premium on voluntary prepayments of the New Term Loans in connection with a repricing transaction on or prior to the six-month anniversary of the borrowing thereof and customary ?breakage? costs with respect to Term SOFR loans.

The New Term Loans are subject to mandatory prepayment on the same terms, and subject to the same exceptions, as the existing initial term loans under the Credit Agreement after giving effect to the Amendment. The Borrower is required to repay the New Term Loans on the last business day of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2024 and continuing until the fiscal quarter ending immediately prior to the New Term Loan Maturity Date, in quarterly installments in an aggregate principal amount equal to 0.25% of the original principal amount of the New Term Loans. The remaining amount of the New Term Loans will be payable on the New Term Loan Maturity Date.