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 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 AMENDED AND RESTATED INDENTURE AND SERVICING AGREEMENT Dated...Indenture and Servicing Agreement • October 14th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
This Amended and Restated Indenture and Servicing Agreement, dated as of September 1, 2011 (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, dated as of September 1, 2011 (the “Closing Date Indenture and Servicing Agreement”), by and among the parties hereto.
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”).
TAX SHARING AND INDEMNIFICATION AGREEMENT Between MARRIOTT INTERNATIONAL, INC. and MARRIOTT VACATIONS WORLDWIDE CORPORATION Dated as of [ ], 2011Sharing 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”).
PAYROLL SERVICES AGREEMENT by and between MARRIOTT INTERNATIONAL, INC. and MARRIOTT VACATIONS WORLDWIDE CORPORATION effective [DATE]Payroll Services Agreement • October 14th, 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 as of , 2011 (the “Agreement Date”) by and between MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“MII”) and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”).
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”).
FORM OF OMNIBUS TRANSITION SERVICES AGREEMENTForm of Omnibus Transition Services Agreement • October 14th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others)
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2011 (this “Agreement”), by and between MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“MII”), and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”).
SALE AGREEMENTSale Agreement • October 14th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
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.
Form of LICENSE, SERVICES AND DEVELOPMENT AGREEMENT BETWEEN MARRIOTT INTERNATIONAL, INC. AND MARRIOTT WORLDWIDE CORPORATION AND MARRIOTT VACATIONS WORLDWIDE CORPORATION FOR MARRIOTT PROJECTSSublicense Agreement • October 14th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
This License, Services, and Development Agreement (“License Agreement” or “Agreement”) is effective as of the day of , 2011 (“Effective Date”) by Marriott International, Inc., a Delaware corporation (“MII”), and Marriott Worldwide Corporation, a Maryland corporation (“MWC”) (MII and MWC are referred to collectively herein as “Licensor”), and Marriott Vacations Worldwide Corporation, a Delaware corporation (“Licensee”).
HUMAN RESOURCES AND INTERNAL COMMUNICATIONS TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 14th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others)
This HUMAN RESOURCES AND INTERNAL COMMUNICATIONS TRANSITION SERVICES 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”).
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.
