0001193125-13-257763 Sample Contracts

FIRST AMENDMENT
First Amendment • 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”).

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FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • June 13th, 2013 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York

FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of June 12, 2013, to that certain Amended and Restated Guarantee and Collateral Agreement, dated as of November 30, 2012 (as amended, supplemented or otherwise modified through the date hereof, the “Guarantee and Collateral Agreement”) made by MARRIOTT VACATIONS WORLDWIDE CORPORATION(“MVWC”), MARRIOTT OWNERSHIP RESORTS, INC. (the “Borrower”), and certain Subsidiaries of the Borrower (the “Subsidiary Guarantors”; and MVWC, the Borrower and each Subsidiary Guarantor, individually a “Grantor” and collectively, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (together with its successor(s) thereto in such capacity, the “Administrative Agent”).

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