Supplemental Indenture, dated September 1, 2018, by and among Marriott Ownership Resorts, Inc., ILG, LLC, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee
Exhibit 4.6
FIRST SUPPLEMENTAL INDENTURE
dated as of September 1, 2018
among
MARRIOTT OWNERSHIP RESORTS, INC.
ILG, LLC
THE GUARANTORS PARTY HERETO
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
6.500% Senior Notes due 2026
THIS FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), entered into as of September 1, 2018, among MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation (the Issuer), ILG, LLC, a Delaware limited liability company (the Co-Issuer and, together with the Issuer, the Issuers), the Guarantors listed on Schedules I and II hereto (each an Acquired Guarantor) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the Trustee).
RECITALS
WHEREAS, in contemplation of the ILG Acquisition, the Issuer, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of August 23, 2018 (the Indenture), relating to the Issuers 6.500% Senior Notes due 2026 (the Notes);
WHEREAS, Marriott Vacations Worldwide Corporation may, subject to certain conditions, cause ILG or one of its Wholly Owned Subsidiaries to become Co-Issuer of the Notes in connection with the consummation of the ILG Acquisition;
WHEREAS, as a condition to the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause any Restricted Subsidiary (with certain exceptions) that guarantees certain indebtedness of any Issuer or any Guarantor following the Issue Date to provide a Note Guarantee.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Co-Issuer, by its execution of this Supplemental Indenture, agrees to be a Co-Issuer under the Indenture and to be bound by the terms of the Indenture applicable to Co-Issuers or the Issuers.
Section 3. Each Acquired Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Section 4. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 5. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.
Section 6. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read together.
Section 7. The recitals and statements herein are deemed to be those of the Issuers and the Acquired Guarantors and not the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the Guarantees provided by the Guarantors party to this Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
MARRIOTT OWNERSHIP RESORTS, INC., as Issuer | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Vice President | |||
ILG, LLC, as Co-Issuer | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President and Chief Financial Officer |
[Signature Page to the Supplemental Indenture - New Notes]
THE GUARANTORS ON SCHEDULE I HERETO | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President | |||
INTERVAL ACQUISITION CORP. | ||||
S.O.I. ACQUISITION CORP., as Guarantors | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President and Chief Financial Officer | |||
BEACH HOUSE DEVELOPMENT PARTNERSHIP, as Guarantor | ||||
By: HTS-Beach House, Inc., its managing | ||||
venturer | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President | |||
CDP INVESTORS, L.P., as Guarantor | ||||
By: CDP GP, Inc., its General Partner | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President | |||
CERROMAR DEVELOPMENT PARTNERS, L.P., | ||||
S.E., as Guarantor | ||||
By: Cerromar Development Partners GP, Inc., | ||||
its general partner | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President |
[Signature Page to the Supplemental Indenture - New Notes]
HTS-San Antonio, L.P., as Guarantor | ||||
By: HTS-San Antonio, Inc., its general partner | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President | |||
KEY WESTER LIMITED, as Guarantor | ||||
By: HTS-KW, Inc., its general partner | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President | |||
PELICAN LANDING TIMESHARE VENTURES LIMITED PARTNERSHIP, as Guarantor | ||||
By: HTS-Coconut Point, Inc., its general partner | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President | |||
VACATION OWNERSHIP LENDING, L.P., as Guarantor | ||||
By: Vacation Ownership Lending GP, Inc., its | ||||
general partner | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President | |||
VOL INVESTORS, L.P., as Guarantor | ||||
By: VOL GP, Inc., its general partner | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Executive Vice President |
[Signature Page to the Supplemental Indenture - New Notes]
AQUA HOSPITALITY LLC | ||||
ASTON HOTELS & RESORTS FLORIDA, LLC | ||||
ILG MANAGEMENT, LLC | ||||
MAUI CONDO AND HOME, LLC | ||||
RQI HOLDINGS, LLC, | ||||
as Guarantors | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Manager | |||
AQUA HOTELS & RESORTS, LLC DIAMOND HEAD MANAGEMENT LLC HOTEL MANAGEMENT SERVICES LLC KAI MANAGEMENT SERVICES LLC, | ||||
as Guarantors | ||||
By: Aqua Hospitality LLC, their Manager | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Manager | |||
AQUA LUANA OPERATOR LLC, as Guarantor | ||||
By: Aqua Hospitality LLC, its Sole Member | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Manager | |||
AQUA HOTELS AND RESORTS OPERATOR LLC, as Guarantor | ||||
By: Aqua Hospitality LLC, its Managing Member | ||||
By: | /s/ John E. Geller, Jr. | |||
Name: | John E. Geller, Jr. | |||
Title: | Manager |
[Signature Page to the Supplemental Indenture - New Notes]
FOH HOLDINGS, LLC, as Guarantor | ||||
By: | /s/ Angela K. Halladay | |||
Name: | Angela K. Halladay | |||
Title: | Assistant Secretary | |||
RESORT MANAGEMENT FINANCE SERVICES, INC., as Guarantor | ||||
By: | /s/ James H Hunter, IV | |||
Name: | James H Hunter, IV | |||
Title: | President | |||
AQUA-ASTON HOSPITALITY, LLC, as Guarantor | ||||
By: | /s/ Kelvin Bloom | |||
Name: | Kelvin Bloom | |||
Title: | Chief Executive Officer | |||
REP HOLDINGS, LTD., as Guarantor | ||||
By: | /s/ Kelvin Bloom | |||
Name: | Kelvin Bloom | |||
Title: | President |
[Signature Page to the Supplemental Indenture - New Notes]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ R. Tarnas | |
Name: R. Tarnas | ||
Title: Vice President |
[Signature Page to the Supplemental Indenture - New Notes]
SCHEDULE I
Aqua Hotels and Resorts, Inc.
Aqua-Aston Holdings, Inc.
CDP GP, Inc.
Cerromar Development Partners GP, Inc.
Coconut Plantation Partner, Inc.
Data Marketing Associates East, Inc.
Flex Collection, LLC
FOH Hospitality, LLC
Grand Aspen Holdings, LLC
Grand Aspen Lodging, LLC
Hawaii Vacation Title Services, Inc.
HPC Developer, LLC
HT-Highlands, Inc.
HTS-BC, L.L.C.
HTS-Beach House Partner, L.L.C.
HTS-Beach House, Inc.
HTS-Coconut Point, Inc.
HTS-Ground Lake Tahoe, Inc.
HTS-Key West, Inc.
HTS-KW, Inc.
HTS-Lake Tahoe, Inc.
HTS-Loan Servicing, Inc.
HTS-Main Street Station, Inc.
HTS-Maui, L.L.C.
HTS-San Antonio, Inc.
HTS-San Antonio, L.L.C.
HTS-Sedona, Inc.
HTS-Sunset Harbor Partner, L.L.C.
HTS-Windward Pointe Partner, L.L.C.
HV Global Group, Inc.
HV Global Management Corporation
HV Global Marketing Corporation
HVO Key West Holdings, LLC
IIC Holdings, Incorporated
ILG Shared Ownership, Inc.
Interval Holdings, Inc.
Interval International, Inc.
Interval Resort & Financial Services, Inc.
Interval Software Services, LLC
Kauai Blue, Inc.
Lagunamar Cancun Mexico, Inc.
Management Acquisition Holdings, LLC
Resort Sales Services, Inc.
Scottsdale Residence Club, Inc.
Sheraton Flex Vacations, LLC
St. Regis New York Management, Inc.
St. Regis Residence Club, New York Inc.
Vacation Ownership Lending GP, Inc.
Vacation Title Services, Inc.
VCH Communications, Inc.
VCH Consulting, Inc.
VCH Systems, Inc.
Vistana Acceptance Corp.
Vistana Aventuras, Inc.
Vistana Development, Inc.
Vistana Hawaii Management, Inc.
Vistana Management, Inc.
Vistana MB Management, Inc.
Vistana Portfolio Services, Inc.
Vistana PSL, Inc.
Vistana Residential Management, Inc.
Vistana Signature Experiences, Inc.
Vistana Signature Network, Inc.
Vistana Vacation Ownership, Inc.
Vistana Vacation Realty, Inc.
Vistana Vacation Services Hawaii, Inc.
VOL GP, Inc.
VSE Development, Inc.
VSE East, Inc
VSE Mexico Portfolio Services, Inc.
VSE Myrtle Beach, LLC
VSE Pacific, Inc.
VSE Trademark, Inc.
VSE Vistana Villages, Inc.
VSE West, Inc.
Westin Sheraton Vacation Services, Inc.
Windward Pointe II, L.L.C.
Worldwide Vacation & Travel, Inc.
WVC Rancho Mirage, Inc.
SCHEDULE II
Interval Acquisition Corp.
S.O.I. Acquisition Corp.
Beach House Development Partnership
CDP Investors, L.P.
Cerromar Development Partners, L.P., S.E.
HTS-San Antonio, L.P.
Key Wester Limited
Pelican Landing Timeshare Ventures Limited Partnership
Vacation Ownership Lending, L.P.
VOL Investors, L.P.
Aqua Hospitality LLC
Aston Hotels & Resorts Florida, LLC
ILG Management, LLC
Maui Condo and Home, LLC
RQI Holdings, LLC
Aqua Hotels & Resorts, LLC
Diamond Head Management LLC
Hotel Management Services LLC
Kai Management Services LLC
Aqua Luana Operator LLC
Aqua Hotels and Resorts Operator LLC
FOH Holdings, LLC
Resort Management Finance Services, Inc.
Aqua-Aston Hospitality, LLC
REP Holdings, Ltd.