MARRIOTT VACATIONS WORLDWIDE CORPORATION as Issuer, The GUARANTORS party hereto AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of December 8, 2022Indenture • December 8th, 2022 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
INDENTURE dated as of December 8, 2022, among Marriott Vacations Worldwide Corporation, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), the Guarantors party hereto from time to time and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Bank Name] [Bank Address]Call Option Transaction • December 8th, 2022 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Bank] (“Dealer”)[, through its agent [Agent] (the “Agent”)]1 and Marriott Vacations Worldwide Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Bank Name] [Bank Address]Warrant Agreement • December 8th, 2022 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
MARRIOTT VACATIONS WORLDWIDE CORPORATION,Indenture • February 23rd, 2017 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
THIS INDENTURE is dated as of [—] between MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”).
FORM OF GUARANTEE AND COLLATERAL AGREEMENT made by MARRIOTT VACATIONS WORLDWIDE CORPORATION, MARRIOTT OWNERSHIP RESORTS, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 19, 2011Guarantee and Collateral Agreement • October 19th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 19, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of October 19, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MARRIOTT VACATIONS WORLDWIDE CORPORATION (“MVWC”), MARRIOTT OWNERSHIP RESORTS, INC. (the “Borrower”), the Lenders and the Administrative Agent.
Dealer Name]Call Option Transaction • November 2nd, 2017 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Marriott Vacations Worldwide Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
CREDIT AGREEMENT Dated as of August 31, 2018 among MARRIOTT VACATIONS WORLDWIDE CORPORATION, MARRIOTT OWNERSHIP RESORTS, INC., as the MVW Borrower, on and after the ILG Joinder Date, INTERVAL ACQUISITION CORP., as the ILG Borrower, the Several Lenders...Credit Agreement • September 5th, 2018 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
This CREDIT AGREEMENT is entered into as of August 31, 2018, among MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”), MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation (the “MVW Borrower” or the “Borrower Representative”), on and after the ILG Joinder Date, INTERVAL ACQUISITION CORP., a Delaware corporation (the “ILG Borrower” and together with the MVW Borrower, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lenders” and each individually, a “Lender”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent and Collateral Agent.
CREDIT AGREEMENT among MARRIOTT VACATIONS WORLDWIDE CORPORATION MARRIOTT OWNERSHIP RESORTS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC. as Co- Documentation Agents...Credit Agreement • October 14th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
CREDIT AGREEMENT (this “Agreement”), dated as of October [—], 2011, among MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”), MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Bank of America, N.A. and Deutsche Bank Securities Inc., as co-documentation agents (collectively, in such capacity, the “Documentation Agents”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. as co-syndication agents (collectively, in such capacity, the “Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
MARRIOTT OWNERSHIP RESORTS, INC., as Issuer, The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of June 21, 2021 4.500% Senior Notes due 2029Indenture • June 21st, 2021 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
transfer such Notes prior to the date that is six months after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuer, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securiti
RESTRICTED STOCK UNIT AGREEMENT MARRIOTT VACATIONS WORLDWIDE CORPORATIONRestricted Stock Unit Agreement • May 7th, 2024 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
THIS AGREEMENT (the “Agreement”) is made on <<GRANT DATE>> (the “Grant Date”) by MARRIOTT VACATIONS WORLDWIDE CORPORATION (the “Company”) and <<PARTICIPANT NAME>> (“Employee”).
SEPARATION AND DISTRIBUTION AGREEMENT Among MARRIOTT INTERNATIONAL, INC., MARRIOTT VACATIONS WORLDWIDE CORPORATION, MARRIOTT OWNERSHIP RESORTS, INC., MARRIOTT RESORTS HOSPITALITY CORPORATION, MVCI ASIA PACIFIC PTE. LTD. and MVCO SERIES LLC Dated as of...Separation and Distribution Agreement • October 14th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [ ], 2011, between Marriott International, Inc., a Delaware corporation (“MII”), Marriott Vacations Worldwide Corporation, a Delaware corporation (“MVWC”) and Marriott Ownership Resorts, Inc., a Delaware corporation, Marriott Resorts Hospitality Corporation, a South Carolina corporation, MVCI Asia Pacific Pte. Ltd., a Singapore private limited company, and MVCO Series LLC, a Delaware limited liability company, (each of Marriott Ownership Resorts, Inc., Marriott Resorts Hospitality Corporation, MVCI Asia Pacific Pte. Ltd. and MVCO Series LLC, a “Guarantor”).
STOCK APPRECIATION RIGHT AGREEMENT MARRIOTT VACATIONS WORLDWIDE CORPORATIONStock Appreciation Right Agreement • May 7th, 2024 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
THIS AGREEMENT (the “Agreement”) is made on <<GRANT DATE>> (the “Grant Date”) by MARRIOTT VACATIONS WORLDWIDE CORPORATION (the “Company”) and <<PARTICIPANT NAME>> (“Employee”).
PAYROLL SERVICES AGREEMENT by and between MARRIOTT INTERNATIONAL, INC. and MARRIOTT VACATIONS WORLDWIDE CORPORATION effective November 19, 2011Payroll Services Agreement • November 22nd, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others)
This PAYROLL SERVICES AGREEMENT (this “Agreement”), together with the Exhibits attached hereto and made a part hereof (each “Exhibit” or, together, the “Exhibits”), is made and entered into on November 17, 2011 (the “Agreement Date”), effective November 19, 2011, by and between MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“MII”) and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”).
FORM OF PERFORMANCE UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Agreement • May 7th, 2024 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
THIS AGREEMENT (the “Agreement”) is made on <<GRANT DATE>> (the “Grant Date”) by MARRIOTT VACATIONS WORLDWIDE CORPORATION (the “Company”) and <<PARTICIPANT NAME>>(“Employee”).
MARRIOTT BONVOY AFFILIATION AGREEMENT by and among MARRIOTT INTERNATIONAL, INC., MARRIOTT REWARDS, LLC, MARRIOTT VACATIONS WORLDWIDE CORPORATION and MARRIOTT OWNERSHIP RESORTS, INC. Dated as of November 10, 2021Affiliation Agreement • March 1st, 2022 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
This Marriott Bonvoy Affiliation Agreement (this “Agreement”), dated as of November 10, 2021 and effective as of January 1, 2022 (the “Effective Date”), is by and among MARRIOTT INTERNATIONAL, INC. (“MII”), a Delaware corporation, MARRIOTT REWARDS, LLC (“Rewards”, and together with MII, “Marriott”), an Arizona limited liability company, MARRIOTT VACATIONS WORLDWIDE CORPORATION (“MVWC”), a Delaware corporation, and MARRIOTT OWNERSHIP RESORTS, INC. (“MORI”, and together with MVWC, “MVW”), a Delaware corporation. As used in this Agreement, the terms “Rewards”, “MII”, and “Marriott” shall mean Rewards, MII, Marriott, as the case may be, and their respective subsidiaries. As used in this Agreement, the terms “MORI”, “MVWC”, and “MVW” shall mean MORI, MVWC, and MVW, as the case may be, and their respective Designated Affiliates (as defined below).
GUARANTEE AND COLLATERAL AGREEMENT made by MARRIOTT VACATIONS WORLDWIDE CORPORATION, MARRIOTT OWNERSHIP RESORTS, INC. and certain of their Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of August 16, 2017Guarantee and Collateral Agreement • August 21st, 2017 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 16, 2017, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of August 16, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MARRIOTT VACATIONS WORLDWIDE CORPORATION (“MVWC”), MARRIOTT OWNERSHIP RESORTS, INC. (the “Borrower”), the Lenders and the Administrative Agent.
FIRST SUPPLEMENTAL INDENTURE dated as of September 1, 2018 among MARRIOTT OWNERSHIP RESORTS, INC. ILG, LLCFirst Supplemental Indenture • September 5th, 2018 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of September 1, 2018, among MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation (the “Issuer”), ILG, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors listed on Schedules I and II hereto (each an “Acquired Guarantor”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED SALE AGREEMENTSale Agreement • September 16th, 2014 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
ADDITIONAL TIMESHARE LOAN SUPPLEMENT NO. (this “Supplement”) dated as of , by and between MORI SPC SERIES Corp., a Delaware special purpose corporation, as seller (the “Seller”) and MARRIOTT VACATIONS WORLDWIDE OWNER TRUST 2011-1, a Delaware statutory trust, as issuer (the “Issuer”), pursuant to the Second Amended and Restated Sale Agreement referred to below.
TAX SHARING AND INDEMNIFICATION AGREEMENT Between MARRIOTT INTERNATIONAL, INC. and MARRIOTT VACATIONS WORLDWIDE CORPORATION Dated as of [ ], 2011Tax Sharing and Indemnification Agreement • October 14th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [ ], 2011, by and between, MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“MII”), and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Separation and Distribution Agreement, dated as of [ ], 2011, between MII and MVWC (“Separation Agreement”).
Amendment No. 1 to Sale AgreementSale Agreement • October 14th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
This Amendment No. 1 (this “Amendment”) to that certain Sale Agreement (the “Sale Agreement”), dated as of September 1, 2011, by and among MORI SPC Series Corp., a Delaware special purpose corporation (the “Seller”), and Marriott Vacations Worldwide Owner Trust 2011-1, a Delaware statutory trust (the “Issuer”), is entered into as of October 6, 2011, by and among the parties to the Sale Agreement.
REGISTRATION RIGHTS AGREEMENT by and amongRegistration Rights Agreement • August 23rd, 2018 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of August 9, 2018 (the “Purchase Agreement”), by and among the Company, the Initial Guarantors and the Representative, which provides for the sale by the Company to the Initial Purchasers of $750,000,000 aggregate principal amount of its 6.500% Senior Notes due 2026 (the “Initial Notes”).
Form of MARRIOTT REWARDS AFFILIATION AGREEMENT by and among MARRIOTT INTERNATIONAL, INC., MARRIOTT REWARDS, LLC, MARRIOTT VACATIONS WORLDWIDE CORPORATION and MARRIOTT OWNERSHIP RESORTS, INC. Dated as of [ ], 2011Marriott Rewards Affiliation Agreement • October 19th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
This Marriott Rewards Affiliation Agreement (this “Agreement”), dated as of [ ], 2011 and effective as of the Effective Date (as defined in Section 11(a)), is by and among MARRIOTT INTERNATIONAL, INC. (“MII”), a Delaware corporation, MARRIOTT REWARDS, LLC (“Rewards”, and together with MII, “Marriott”), an Arizona limited liability company, MARRIOTT VACATIONS WORLDWIDE CORPORATION (“MVWC”), a Delaware corporation, and MARRIOTT OWNERSHIP RESORTS, INC. (“MORI”, and together with MVWC, “MVW”), a Delaware corporation. As used in this Agreement, the terms “Rewards”, “MII”, “Marriott”, “MORI”, “MVWC”, and “MVW” shall mean Rewards, MII, Marriott, MORI, MVWC, and MVW, as the case may be, and their respective subsidiaries.
AMENDED AND RESTATED SALE AGREEMENTSale Agreement • September 13th, 2012 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • Colorado
The Holder may exercise this option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, reasonable attorney’s fees, whether or not action be instituted hereon.
September 1, 2018License, Services and Development Agreement • September 20th, 2018 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
Marriott International, Inc. (“MII”) and Marriott Worldwide Corporation (“MWC”) (collectively “Licensor”), and Marriott Vacations Worldwide Corporation (“Licensee”) are parties to (i) that certain License, Services and Development Agreement for Marriott Projects dated effective November 19, 2011 (“Original MVW License Agreement”), as amended by that certain Amendment to License, Services, and Development Agreement dated February 26, 2018, and by that certain letter regarding Consent to Limited Marketing Access dated February 26, 2018 (collectively, the “MVW License Agreement”), and (ii) that certain Marriott Side Letter of Acknowledgments - Services Manual dated contemporaneously with the Original MVW License Agreement, as amended by that certain Amendment dated December 10, 2015, that certain Second Amendment dated September 21, 2016, that certain Third Amendment dated February 26, 2018, and that certain Fourth Amendment dated September 1, 2018 (collectively, the “Services Manual”), u
March 4, 2022License, Services and Development Agreement • May 9th, 2022 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
Marriott International, Inc. (“MII”) and Marriott Worldwide Corporation (“MWC”) (together, “Marriott”), and Marriott Vacations Worldwide Corporation (“MVW”) are parties to that certain License, Services and Development Agreement for Marriott Projects dated November 19, 2011, as amended by that certain First Amendment to License, Services, and Development Agreement dated February 26, 2018, that certain letter regarding Consent to Limited Marketing Access dated February 26, 2018, and that certain Letter of Acknowledgment (the “Merger Letter Agreement”) regarding MVW’s acquisition of the Vistana Destination Club Business (defined below) dated September 1, 2018 (as may be further amended, collectively, the “MVW License Agreement”), under which Marriott granted MVW the right to operate the Licensed Business in accordance with the terms and conditions of the MVW License Agreement.
SIDE LETTER AGREEMENT – PROGRAM AFFILIATIONSide Letter Agreement • October 13th, 2016 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
SIDE LETTER AGREEMENT (this “Agreement”) dated as of September 21, 2016 by among Marriott International, Inc., Marriott Worldwide Corporation and Marriott Rewards, LLC (together with their respective affiliates, “Marriott”), and Marriott Vacations Worldwide Corporation and Marriott Ownership Resorts, Inc. (together with their respective affiliates, “MVW”).
Form of NONCOMPETITION AGREEMENT Between MARRIOTT INTERNATIONAL, INC. And MARRIOTT VACATIONS WORLDWIDE CORPORATION Dated as of [ ], 2011Noncompetition Agreement • October 14th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
NONCOMPETITION AGREEMENT (this “Agreement”), dated as of [ ], 2011, between MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“MII”) and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 1st, 2018 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 30, 2018, is entered into by and among ILG, Inc., a Delaware corporation (“ILG”), Marriott Vacations Worldwide Corporation, a Delaware corporation (“MVW”), Qurate Retail, Inc., a Delaware corporation and a shareholder of ILG (the “Shareholder”), and Liberty USA Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Shareholder (“Liberty USA Holdings”);
MARRIOTT VACATIONS WORLDWIDE OWNER TRUST 2011-1, as Issuer MARRIOTT OWNERSHIP RESORTS, INC., as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and Back-Up Servicer SECOND AMENDED AND RESTATED INDENTURE AND SERVICING...Indenture and Servicing Agreement • September 13th, 2012 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
This Second Amended and Restated Indenture and Servicing Agreement, dated as of September 1, 2012 (this “Indenture and Servicing Agreement”), is among MARRIOTT VACATIONS WORLDWIDE OWNER TRUST 2011-1, a statutory trust organized under the laws of the State of Delaware, as issuer (the “Issuer”), Marriott Ownership Resorts, Inc. (“MORI”), a Delaware corporation, as servicer (the “Servicer”), and Wells Fargo Bank, National Association, a national banking association, as indenture trustee (the “Indenture Trustee”) and as back-up servicer (in such capacity, the “Back-Up Servicer”) and hereby amends and restates in its entirety that certain indenture and servicing agreement, dated as of September 1, 2011 (the “Closing Date Indenture and Servicing Agreement”), by and among the parties hereto, as amended by that certain amended and restated indenture and servicing agreement, dated as of September 1, 2011 (the “Amended and Restated Indenture and Servicing Agreement”), by and among the parties he
PARTICIPATION AGREEMENT FOR CHANGE IN CONTROL SEVERANCE PLANParticipation Agreement • July 26th, 2012 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • Delaware
This Participation Agreement (the “Agreement”) is made and entered into by and between Stephen P. Weisz (the “Executive”) and Marriott Vacations Worldwide Corporation, a Delaware corporation (the “Company”), effective as of July 9th, 2012 (the “Effective Date”).
FIRST AMENDMENTCredit Agreement • June 13th, 2013 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
FIRST AMENDMENT, dated as of June 12, 2013 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of November 30, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Marriott Vacations Worldwide Corporation, a Delaware corporation (“MVWC”), Marriott Ownership Resorts, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), Bank of America, N.A. and Deutsche Bank Securities Inc., as co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. as co-syndication agents and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).
Re: Letter AgreementLetter Agreement • April 25th, 2013 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others)
The purpose of this letter (“Letter Agreement”) is to document and formalize a supplement to the terms of the Design Review Addendum (“Addendum”), which Addendum is part of and is incorporated into that certain License, Services, and Development Agreement dated effective November 19, 2011 (“License Agreement”) by and between Marriott International, Inc. (“MII”) and Marriott Vacations Worldwide Corporation (“MVWC”) as Exhibit G, and to memorialize the terms of our agreement regarding the process for design review relating to renovation and/or refurbishment of Existing Projects (as defined in the Addendum), all as set forth herein.
MARRIOTT VACATIONS WORLDWIDE CORPORATION as Issuer, The GUARANTORS party hereto AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of February 2, 2021Indenture • February 3rd, 2021 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
INDENTURE dated as of February 2, 2021, among Marriott Vacations Worldwide Corporation, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), the Guarantors party hereto from time to time and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
REGISTRATION RIGHTS AGREEMENT by and among MARRIOTT OWNERSHIP RESORTS, INC., the Guarantors party hereto from time to time and as Representative of the Several Initial Purchasers Dated as of October 1, 2019Registration Rights Agreement • October 1st, 2019 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of September 17, 2019 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representative, which provides for the sale by the Company to the Initial Purchasers of $350,000,000 aggregate principal amount of its 4.750% Senior Notes due 2028 (the “Initial Notes”).
THIRD AMENDMENTCredit Agreement • December 9th, 2016 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
THIRD AMENDMENT, dated as of December 8, 2016 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of September 10, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, including as amended by the First Amendment, dated as of June 26, 2015, and the Second Amendment, dated as of April 1, 2016, the “Credit Agreement”), among Marriott Vacations Worldwide Corporation, a Delaware corporation (“MVWC”), Marriott Ownership Resorts, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), Bank of America, N.A. and Deutsche Bank Securities Inc., as co-syndication agents, Bank of America, N.A. and Deutsche Bank Securities Inc. as co-documentation agents and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).
