HAMPTON BY HILTON FRANCHISE DISCLOSURE DOCUMENT …

HAMPTON BY HILTON FRANCHISE DISCLOSURE DOCUMENT

BRAZIL

HILTON WORLDWIDE FRANCHISING LP a United Kingdom Limited Partnership

Maple Court, Central Park, Reeds Crescent Watford, Hertfordshire, UK WD24 4QQ +44 (0)20 7850 4000

Dated: June 30, 2016

2016 Brazil Hampton

TABLE OF CONTENTS PART I THE FRANCHISOR AND ITS RELATED COMPANIES .................................................... 1 PART II FINANCIAL STATEMENTS ................................................................................................. 2 PART III LITIGATION........................................................................................................................... 2 PART IV THE LICENSE ........................................................................................................................ 2 PART V THE IDEAL FRANCHISEE ................................................................................................... 2 PART VI OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS........................................................................................................ 3 PART VII INITIAL FEES AND ESTIMATED INITIAL INVESTMENT ............................................. 4 PART VIII PERIODIC AND OTHER FEES ............................................................................................. 7 PART IX FRANCHISEE INFORMATION .......................................................................................... 17 PART X TERRITORY ......................................................................................................................... 17 PART XI RESTRICTIONS ON SOURCES OF GOODS, SERVICES AND MATERIALS............... 18 PART XII FRANCHISOR'S SERVICES ............................................................................................... 22 PART XIII STATUS OF TRADEMARKS AND PATENTS BEFORE INPI ......................................... 26 PART XIV CERTAIN OF FRANCHISEE'S RIGHTS AND OBLIGATIONS ON

TERMINATION OR EXPIRATION .................................................................................... 28 PART XV FRANCHISE AGREEMENT AND OTHER AGREEMENTS ............................................ 29

PART I THE FRANCHISOR AND ITS RELATED COMPANIES ........................................................... 1 PART II FINANCIAL STATEMENTS ....................................................................................................... 2 PART III LITIGATION ............................................................................................................................... 2 PART IV THE LICENSE ............................................................................................................................. 2 PART V THE IDEAL FRANCHISEE ......................................................................................................... 2 PART VI OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE

BUSINESS............................................................................................................................... 3 PART VII INITIAL FEES AND ESTIMATED INITIAL INVESTMENT................................................. 4 PART VIII PERIODIC AND OTHER FEES............................................................................................... 7

2016 Brazil Hampton

PART IX FRANCHISEE INFORMATION............................................................................................... 17

PART X TERRITORY ............................................................................................................................... 17

PART XI RESTRICTIONS ON SOURCES OF GOODS, SERVICES AND MATERIALS ................... 18

PART XII FRANCHISOR'S SERVICES .................................................................................................. 22

PART XIII STATUS OF TRADEMARKS AND PATENTS BEFORE INPI........................................... 26

PART XIV CERTAIN OF FRANCHISEE'S RIGHTS AND OBLIGATIONS ON TERMINATION OR EXPIRATION........................................................................................................................ 28

PART XV FRANCHISE AGREEMENT AND OTHER AGREEMENTS ............................................... 29

Table of Exhibits

Exhibit A Exhibit B

Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H

List of Franchisees as of December 31, 2015 List of Franchisees Terminated, Canceled, Not Renewed or with Changes in Controlling Interest During 2015 Financial Statements Franchise Agreement and Addendum Guaranty of Franchise Agreement Hotel Project Application Hilton Information Technology System ("HITS") Agreement Receipts

2016 Brazil Hampton

PART I THE FRANCHISOR AND ITS RELATED COMPANIES

To simplify the language in this Franchise Disclosure Document ("Disclosure Document"), "we" or "us" means Hilton Worldwide Franchising LP, the Franchisor. "You" means the person(s) who signs the Franchise Agreement, the Franchisee. If you are a corporation, partnership, limited liability company or other entity, "you" also includes both the business entity and its owners. Capitalized terms not defined in this Disclosure Document have the meaning set forth in the Franchise Agreement attached as Exhibit D. All dollar amounts stated in this Disclosure Document are US Dollars, unless stated otherwise.

We are a United Kingdom limited partnership formed on March 12, 2014. For the purpose of this offering, we do business under the names "Hampton," "Hampton by Hilton," "Hampton Inn," "Hampton Inn by Hilton," "Hampton Inn & Suites" and "Hampton Inn & Suites by Hilton." Our principal business and registered office address is Maple Court, Central Park, Reeds Crescent, Watford, Hertfordshire, UK WD24 4QQ, and our telephone number is +44 (0)20 7850 4000.

Our ultimate corporate parent is Hilton Worldwide Holdings Inc., a Delaware corporation formed in March 2010 ("Hilton Worldwide"), and publicly traded (NYSE: HLT) since December 2013. Our indirect corporate parent is Park Hotels & Resorts Inc., a Delaware corporation ("PHRI"), which has conducted a guest lodging business since May 1946. The principal business address of our parents is 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102 U.S.A.

PHRI has changed its name over time. It was called Hilton Hotels Corporation ("HHC") from May 29, 1946 to December 19, 2009, and Hilton Worldwide, Inc. ("HWI") from December 20, 2009 to May 31, 2016. It has been called Park Hotels & Resorts Inc. since June 1, 2016. For convenience, all references to PHRI in this Disclosure Document include HHC and HWI during the relevant time frames each name was in use, unless otherwise noted.

In the future, there may be some changes to Hilton Worldwide's subsidiaries that could cause us to have a new indirect corporate parent in place of PHRI and/or have other affiliates provide products and services to our franchisees that are currently provided by PHRI. However, we anticipate that Hilton Worldwide will remain our ultimate corporate parent, and we do not anticipate that there will be any material changes to us or the franchise offered under this Disclosure Document.

In July 2007, PHRI was acquired by BH Hotels LLC, a Delaware limited liability company, controlled by investment funds affiliated with The Blackstone Group L.P., a leading global alternative asset manager and provider of financial advisory services (NYSE: BX) ("Blackstone").

Since July 1, 2014, we have been the franchisor of the Hampton by Hilton, Hampton Inn, Hampton Inn by Hilton, Hampton Inn & Suites and Hampton Inn & suites by Hilton brands ("Brand") for all locations outside the fifty states of the United States of America, including the

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District of Columbia and its territories and possessions ("U.S.A.") since July 1, 2014. We are also the franchisor outside of the U.S.A. for all of the other brands affiliated with Hilton Worldwide.

From October 24, 2007 until June 30, 2014, our predecessor, Hampton Inns International Franchise LLC, was the franchisor of the Brand for all locations outside the U.S.A.

Since March 30, 2015, our affiliate, Hilton Franchise Holding LLC, a Delaware limited liability company, has been the franchisor in the U.S.A. for the Brand and for all of the other brands affiliated with Hilton Worldwide.

PART II FINANCIAL STATEMENTS

Exhibit C contains our Report of the Members and Audited Financial Statements for the Year Ended 31 December 2015, dated 16 May 2016.

PART III LITIGATION

We and our controlling companies are not involved in any pending litigation specifically questioning the franchising system or that might directly result in the inability to operate the franchise.

PART IV THE LICENSE

We license the Hampton by Hilton hotel system ("System"), which consists of the elements, including know-how, which we periodically designate to identify hotels operating worldwide under the Brand, designed to provide distinctive, high-quality hotel service to the public at moderate prices. The System currently includes the Brand and Marks; access to a reservation service; advertising, publicity and other marketing programs and materials; training programs and materials; standards, specifications and policies for construction, furnishing, operation, appearance and service of the hotel; and other elements we refer to in the Franchise Agreement, in the Manual, as that term is defined in our current form of Franchise Agreement or in other communications to you, and programs for our inspecting your hotel and consulting with you. We may add elements to the System or modify, alter or delete elements of the System. You must follow the high standards we establish for the System and you may be required to make future investments.

PART V THE IDEAL FRANCHISEE

The ideal franchisee would have substantial management or ownership experience in the guest lodging industry. The ideal franchisee must also understand branding and the brand management model and why it is important to work with the systems and processes that we establish. No particular educational background is necessary.

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