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”).
LICENSE, SERVICES AND DEVELOPMENT AGREEMENT BETWEEN THE RITZ-CARLTON HOTEL COMPANY, L.L.C. AND MARRIOTT VACATIONS WORLDWIDE CORPORATION FOR RITZ-CARLTON PROJECTSSublicense Agreement • November 22nd, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
This License, Services, and Development Agreement (“License Agreement” or “Agreement”) is executed on the 17th day of November, 2011, to be effective as of 12:01 am New York City time on the 19th day of November 2011 (“Effective Date”) by The Ritz-Carlton Hotel Company, L.L.C., a Delaware limited liability company (“Licensor”) and Marriott Vacations Worldwide Corporation, a Delaware corporation (“Licensee”).
WAIVER AND SECOND AMENDMENTWaiver and Second Amendment • November 22nd, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
WAIVER AND SECOND AMENDMENT, dated as of November 18, 2011 (this “Waiver and Amendment”), to the Credit Agreement, dated as of October 20, 2011 (as amended by the First Amendment, dated as of November 17, 2011, 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.
OMNIBUS TRANSITION SERVICES AGREEMENTOmnibus Transition Services Agreement • November 22nd, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others)
This OMNIBUS TRANSITION SERVICES AGREEMENT (this “Agreement”), signed on November 17, 2011 and effective as of November 21, 2011 (this “Agreement”), by and between MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“MII”), and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”).
HUMAN RESOURCES AND INTERNAL COMMUNICATIONS TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 22nd, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others)
This HUMAN RESOURCES AND INTERNAL COMMUNICATIONS TRANSITION SERVICES AGREEMENT (this “Agreement”), is effective as of November 19, 2011, by and between MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“MII”), and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”).
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 November 21, 2011Guarantee and Collateral Agreement • November 22nd, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 21, 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 20, 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.
FIRST AMENDMENTMarriott Vacations Worldwide Corp • November 22nd, 2011 • Real estate agents & managers (for others) • New York
FIRST AMENDMENT, dated as of November 17, 2011 (this “Amendment”), to the Credit Agreement, dated as of October 20, 2011 (as further amended, amended and restated, supplemented or otherwise modified from time to time, 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.
