0001193125-13-396232 Sample Contracts

SECOND AMENDMENT
Second Amendment • October 10th, 2013 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York

SECOND AMENDMENT, dated as of October 4, 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, including as amended by the First Amendment, dated as of June 12, 2013, 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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