AMENDED AND RESTATED LIMITED LIABILITY COMPANY (OPERATING) AGREEMENT OF Hilton Hospitality, LLC

Exhibit 3.332

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY (OPERATING) AGREEMENT

OF

Hilton Hospitality, LLC

This Amended and Restated Limited Liability Company (Operating) Agreement (this “Agreement”) of Hilton Hospitality, LLC, a Nevada limited liability company (the “Company”), is entered into as of October 25, 2013, by 90210 LLC, a Delaware limited liability company, Hampton Inns LLC, a Delaware limited liability company, Promus Hotels LLC, a Delaware limited liability company, and Doubletree Hotels LLC, an Arizona limited liability company, each as a manager (together, the “Managers”) and a member of the Company (the “Members,” together with each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).

WHEREAS, the Company was formed as a limited liability company pursuant to and in accordance with the Nevada Revised Statutes (“NRS”) Chapter 86, as amended from time to time (the “Act”), and is currently governed by the Limited Liability Company Agreement of the Company dated as of October 24, 2007 (the “Existing Agreement”); and

NOW, THEREFORE, the Existing Agreement is hereby amended and restated to read in its entirety as follows:

1. Name. The name of the limited liability company is Hilton Grand Vacations Management, LLC, or such other name as the Managers may from time to time hereafter designate and upon amending or amending and restating the Company’s Articles of Organization, as provided in NRS Section 86.221.

2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by, the Company is engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Nevada is c/o CSC Services of Nevada, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Nevada is c/o CSC Services of Nevada, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.

5. Members. Each of the Members set forth on Schedule A attached hereto are members of the Company. The names, addresses and membership interests of the Members are set forth on Schedule A, as may be amended. The membership interests, as such interest may be adjusted from time to time, shall be set forth in the books and records of the Company.

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6. Powers. The management of the Company shall be vested in the Managers. The Managers shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers under the laws of the State of Nevada. The Managers and each officer of the Company with a title of Chief Executive Officer, Chief Financial Officer, General Counsel, President, Executive Vice President, Senior Vice President, Vice President, Secretary, Treasurer, Assistant Secretary or Assistant Treasurer (each a “Designated Officer”) is a designated “authorized person” within the meaning of the Act. The Managers or any Designated Officer, as an authorized person, within the meaning of the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all documents, lists, forms or certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Nevada. The Managers or any Designated Officer shall execute, deliver and file, or cause the execution, delivery and filing of, any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

7. Officers. The Company may employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business, including employees and agents who may be designated as officers with titles, including, but not limited to, “chief executive officer”, “chief financial officer” “general counsel”, “president”, “executive vice president”, “senior vice president”, “vice president”, “principal”, “secretary”, “treasurer”, “assistant secretary”, “assistant treasurer”, “director” and “manager”, as and to the extent authorized by the Managers and with such powers as authorized by the Managers. The officers of the Company, which may be amended by consent of the Managers, shall be as set forth on Schedule B attached hereto. The Managers may remove any officer at any time, with or without cause.

8. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Managers, or (b) the entry of a decree of judicial dissolution.

9. Liquidation. Upon dissolution pursuant to Section 8, the Company’s business and assets shall be liquidated in an orderly manner. The Managers or their designee shall be the liquidator to wind up the affairs of the Company. In performing their duties, the liquidators are authorized to sell, distribute, exchange or otherwise dispose of Company assets in accordance with the Act in any manner that the liquidators shall determine.

10. Capital Contributions; Percentage Interest. The Members shall make contributions to the Company in an amount approved by the Members. No Member shall be required or permitted to make any additional contributions without the consent of all of the Members. The percentage interest of each Member in the Company shall be as set forth in the books and records of the Company, as amended from time to time by consent of the Managers.

11. Allocation of Profits and Losses. All items of income, gain, loss, deductions and credit for tax purposes shall be allocated to each Member pro rata in accordance with such Member’s percentage interest in the Company as set forth in the books and records of the Company, as amended from time to time.

 

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12. Distributions. Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members.

13. Assignments. No Member may sell, assign, encumber or otherwise transfer in whole or in part its limited liability company interest at any time to any person or entity without the consent of the Managers. If a Member transfers its limited liability company interest in the Company, the transferee may be admitted to the Company as a substitute member of the Company upon the approval of the Managers and such transferee’s execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, as this Agreement may be amended or restated, which instrument may be a counterpart signature page to this Agreement or a restatement thereof. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be a Member hereunder without any action by any person or entity, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and Company shall continue without dissolution.

14. Resignation. No Member may resign or withdraw from the Company before the dissolution and winding up of the Company, except to the extent provided in NRS Section 78.331(1).

15. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Managers.

16. Liability of Members. The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

17. Indemnification; Advancement of Expenses. The Company (the “Indemnitor”) shall indemnify and hold harmless the Members, their affiliates and subsidiaries, and all officers, directors, partners, employees, and agents of any of the foregoing (each, an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising from, or in connection with, the performance of any action by such Indemnitee for, on behalf of, or otherwise in connection with, the Company. The Company shall pay the expenses of the Managers and Members incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Managers or Member to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the company. The provisions of this Section do not affect any rights to advancement of expenses to which personnel of the Company other than the Managers or Members may be entitled under any contract or otherwise by law.

 

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18. Amendments. This Agreement may be amended or amended and restated only by written instrument executed by all of the Members.

19. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of any Member and no judgment creditor of any Member or assignee may become a substitute member, or assignee in the Company under any circumstance, except as specifically provided in NRS Section 86.401.

20. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Nevada, all rights and remedies being governed by said laws.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Limited Liability Company (Operating) Agreement as of the date first above written.

 

[Amended and Restated Limited Liability Company (Operating) Agreement – Hilton Hospitality, LLC]

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Schedule A

Members

 

Name				Ownership Percentage		Address
90210 LLC				50.36%		▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Hampton Inns LLC				18.73%		▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Promus Hotels LLC				12.39%		▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Doubletree Hotels LLC				18.52%		▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

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Schedule B

Officers

 

Officer		Title
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇		Chief Executive Officer and President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇		Executive Vice President and Chief Financial Officer
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇		Executive Vice President, General Counsel and Secretary
▇▇▇▇ Dell’Orto		Senior Vice President and Treasurer
W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇		Senior Vice President
▇▇▇▇▇ ▇▇▇▇▇▇▇		Senior Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇		Senior Vice President
▇▇▇▇ ▇▇▇▇▇▇		Assistant Secretary
▇▇▇▇▇▇ Brand		Assistant Treasurer
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇		Assistant Treasurer
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇		Assistant Treasurer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇		Assistant Treasurer