INDENTURE SUPPLEMENT
Exhibit 10.2
Execution Copy
This INDENTURE SUPPLEMENT, dated June 24, 2015 (this “Supplement”), by and among Marriott Vacations Worldwide Owner Trust 2011-1, as issuer (the “Issuer”), Marriott Ownership Resorts, Inc. (“MORI”), as servicer (the “Servicer”), Xxxxx Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) and as back-up servicer (the “Back-Up Servicer”), Deutsche Bank AG, New York Branch, as administrative agent, and the Conduits, Alternate Purchasers, Funding Agents and Non-Conduit Committed Purchasers signatory hereto (collectively, the “Transaction Parties”).
RECITALS
WHEREAS, the Transaction Parties desire to amend the Third Amended and Restated Indenture and Servicing Agreement, dated as of September 1, 2014 (the “Indenture”), by and among the Issuer, the Servicer, the Indenture, Trustee and the Back-Up Servicer, in the manner set forth herein.
WHEREAS, the Indenture may be amended by the parties thereto with the consent of the Majority Facility Investors;
WHEREAS, the undersigned Conduits, Alternate Purchasers, Funding Agents and Non-Conduit Committed Purchasers constitute 100% of the Conduits, Alternate Purchasers, Funding Agents and Non-Conduit Committed Purchasers; and
WHEREAS, terms used herein but not otherwise defined shall have the meanings set forth in the Third Amended and Restated Standard Definitions attached as Annex A to the Indenture.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and for other good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.01. Supplement to the Indenture
Section 6.03 of the Indenture shall be amended by adding the following clause (f) thereto:
“(f) Notwithstanding anything to the contrary set forth in this Indenture, the Indenture Trustee shall not sell or otherwise liquidate the Trust Estate following an Event of Default without the consent of Holders of 100% of the Notes which are Outstanding if the proceeds of such sale or liquidation would be less than all amounts due and owing under the Notes or otherwise payable to Noteholders under the Facility Documents.”
Section 2.01. Representations and Warranties
Each of the Issuer and MORI represents and warrants to each of the other Transaction Parties that:
| (a) | it is duly organized, validly existing and is in good standing under the laws of the jurisdiction of its organization; |
| (b) | the execution, delivery and performance by it of this Supplement have been duly authorized; and |
| (c) | this Supplement is binding upon it and is legally enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or equitable principles relating to enforceability. |
Section 2.02. References in all Transaction Documents.
To the extent any Transaction Document contains a provision that conflicts with the intent of this Supplement, the parties agree that the provisions herein shall govern.
Section 2.03. Counterparts.
This Supplement may be executed (by facsimile or otherwise) in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
Section 2.04. Governing Law.
THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE TRANSACTION PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 2.05. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Supplement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Supplement and shall in no way affect the validity or enforceability of the other provisions of this Supplement.
Section 2.06. Continuing Effect.
Except as expressly amended hereby, each Transaction Document shall continue in full force and effect in accordance with the provisions thereof and each Transaction Document is in all respects hereby ratified, confirmed and preserved.
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Section 2.07. Successors and Assigns.
This Supplement shall be binding upon and inure to the benefit of the Transaction Parties and their respective successors and permitted assigns.
Section 2.08 No Bankruptcy Petition.
(a) Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all outstanding Related Commercial Paper or other indebtedness of a Conduit, it will not institute against, or join any other Person in instituting against a Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States or any other jurisdiction with authority over such Conduit. The provisions of this Section 2.08(a) shall survive the termination of this Agreement.
(b) Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all Notes and Exchange Notes, it will not institute against, or join any other Person in instituting against the Issuer or the Seller any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 2.08(b) shall survive the termination of this Agreement.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties below have caused this Amendment to be duly executed by their respective duly authorized officers of the day and year first above written.
| MARRIOTT VACATIONS WORLDWIDE | ||||
| OWNER TRUST 2011-1, as Issuer | ||||
| By: | Wilmington Trust, National Association, not individually, but solely in its capacity as Owner Trustee | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: Xxxxxx X. Xxxxxxx | ||||
| Title: Assistant Vice President | ||||
| Address for notices: | ||||
| c/o Wilmington Trust, National Association | ||||
| 0000 Xxxxx Xxxxxx Xxxxxx | ||||
| Xxxxxxxxxx, Xxxxxxxx 00000 | ||||
| Attention: Xxxxxx X. Xxxxxxx | ||||
| Telephone Number: (000) 000-0000 | ||||
| Facsimile Number: (000) 000-0000 | ||||
| MARRIOTT OWNERSHIP RESORTS, INC., as Servicer | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: Xxxxxx X. Xxxxxxxx | ||||
| Title: Vice President | ||||
| Address for notices: | ||||
| 0000 Xxxxxxxx Xxxxxxxxx | ||||
| Xxxxxxx, Xxxxxxx 00000 | ||||
| Attention: General Counsel | ||||
| Telephone: (000) 000-0000 | ||||
| Facsimile: (000) 000-0000 | ||||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and Back-Up Servicer | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxxx X. Xxxxxxxx | ||
| Title: Vice President | ||
| Address for notices: | ||
| Xxxxx Fargo Bank, National Association | ||
| MAC X0000-000 | ||
| Xxxxx Xxxxxx & Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxxxxx, Xxxxxxxxx 00000 | ||
| Attention: Corporate Trust | ||
| Services/Asset-Backed Administration | ||
| Facsimile Number: (000) 000-0000 | ||
| Telephone Number: (000) 000-0000 | ||
| DEUTSCHE BANK AG, NEW YORK BRANCH, | ||
| as Administrative Agent | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
| Address for notices: | ||
| 00 Xxxx Xxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxx Xxxxxxx | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| MOUNTCLIFF FUNDING LLC | ||
| as Conduit | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Authorized Signatory | ||
| Address for notices: | ||
| 20 Gates Management LLC | ||
| 00 Xxxxxx Xxxxx, 0xx Xxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| Attention: Vidrik Xxxxxxxxxxx | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | ||
| as Alternate Purchaser | ||
| By: | /s/ Xxxxxxx X. Xxxx | |
| Name: Xxxxxxx X. Xxxx | ||
| Title: Authorized Signatory | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Authorized Signatory | ||
| Address for notices: | ||
| Eleven Xxxxxxx Xxxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| Attention: Conduits and Credit Products Group | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| CREDIT SUISSE AG, NEW YORK BRANCH | ||
| as Funding Agent | ||
| By: | /s/ Xxxxxxx X. Xxxx | |
| Name: Xxxxxxx X. Xxxx | ||
| Title: Vice President | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President | ||
| Address for notices: | ||
| Eleven Xxxxxxx Xxxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| Attention: Conduits and Credit Products Group | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| SUNTRUST BANK | ||
| as Non-Conduit Committed Purchaser | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Vice President | ||
| Address for notices: | ||
| 0000 Xxxxxxxxx Xxxxxx XX | ||
| 00xx Xxxxx Xxxx | ||
| Xxxxxxx, Xxxxxxx 00000 | ||
| Attention: Xxxxx Xxxxxxxx and Xxxxx Xxxxxx | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| DEUTSCHE BANK AG, NEW YORK BRANCH | ||
| as Non-Conduit Committed Purchaser | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
| Address for notices: | ||
| 00 Xxxx Xxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxx Xxxxxxx | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| BANK OF AMERICA, N.A. | ||
| as Non-Conduit Committed Purchaser | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: Xxxxxx X. Xxxx | ||
| Title: Director | ||
| Address for notices: | ||
| Bank of America, National Association | ||
| 000 Xxxxx Xxxxx Xxxxxx, 15th Floor | ||
| NC1-027-15-01 | ||
| Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 | ||
| Attention: Securitization Finance Group x/x Xxxxxx Xxxx / Xxxxxxxx Xxxxxx | ||
| Telephone: 000-000-0000 / 000-000-0000 | ||
| XXXXX FARGO CAPITAL FINANCE, LLC | ||
| as Non-Conduit Committed Purchaser | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Vice President | ||
| Address for notices: | ||
| 00000 Xxxxxx Xxxxxxx, Xxxxx 0000 | ||
| Xxxxxx, Xxxxx 00000 | ||
| Attention: Xxxx Xxxxx | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
