FIRST AMENDMENT TO MASTER VISTANA
RESORT RECEIVABLES LOAN FACILITY AND RATIFICATION OF GUARANTY
-------------------------------------------------------------
THIS FIRST AMENDMENT TO MASTER VISTANA RESORT RECEIVABLES LOAN FACILITY AND
RATIFICATION OF GUARANTY (the "Amendment") is made and entered into as of
January 29, 1999, by and among ▇▇▇▇▇▇ FINANCIAL, INC., a Delaware corporation
("Lender"), and VISTANA, INC., a Florida corporation ("Vistana").
WHEREAS, Lender and Vistana are parties to that certain Master Vistana
Resort Receivables Loan Agreement dated as of December 30, 1998 (the
"Agreement"), pursuant to which Lender agreed to extend receivables financing
from time to time to certain affiliates of Vistana in an amount not to exceed
$20,000,000 principal outstanding at any one time; and
WHEREAS, both Lender and Vistana desire to amend and modify the terms and
provisions of the Agreement with regard to the maximum principal balance that
may be borrowed under the Receivables Loans for a certain period of time.
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. Except as otherwise provided herein to the contrary or
unless the context otherwise requires, all capitalized terms used in this
Amendment shall have the meanings ascribed to them in the Agreement.
2. Maximum Loan Amount. The following definition of Maximum Loan Amount
is hereby added to the Appendix to the Agreement:
Maximum Loan Amount. (a) For the period commencing on the date
hereof and ending on April 30, 1999, $30,000,000 principal balance
outstanding at any one time for all Receivables Loans for all Eligible
Resorts pursuant to the terms hereof and (b) for the period commencing
on May 1, 1999 and ending on the Facility Maturity Date, $20,000,000
principal balance outstanding at any one time for all Receivables
Loans for all Eligible Resorts pursuant to the terms hereof.
3. Facility Maturity Date. The following definition of Facility Maturity
Date is hereby added to the Appendix to the Agreement:
Facility Maturity Date. December 30, 2008.
4. Amendments.
(a) Clause (A) of Section 1.1(a)(ii) of the Agreement is hereby
deleted in its entirety and replaced and superceded by the following:
(A) The Maximum Loan Amount,
(b) Section 1.6 of the Agreement is hereby deleted in its entirety
and replaced and superceded by the following:
1.6 Maximum Loan Amount. Notwithstanding any provision to the
contrary in this Agreement or the Receivables Loan Documents, the
outstanding principal balance under this Master Vistana Resort
Receivables Loan Facility shall never exceed in the aggregate the
Maximum Loan Amount. Vistana acknowledges and agrees that if on April
30, 1999 the outstanding principal balance under this Master Vistana
Receivables Loan Facility exceeds $20,000,000, then such excess amount
shall be due and payable on May 1, 1999.
5. Ratification of Guaranty. Vistana hereby ratifies its obligations
under the Master Vistana Resort Receivables Loan Facility Guaranty (the
"Guaranty") as increased by this Amendment. Nothing contained in this Amendment
or any of the transactions contemplated herein shall be deemed to waive,
release, or limit any obligation of Vistana relating to or otherwise connected
with the Guaranty nor shall it constitute a novation of the indebtedness secured
by the Guaranty.
6. Authority.
(a) As of the date hereof, Vistana is duly organized, validly
existing, and in good standing under the laws of the State of Florida and every
other jurisdiction in which it conducts business.
(b) The execution, delivery, and performance by Vistana of this
Amendment has been duly authorized by all necessary corporate Vistana action and
does not and will not result in a breach of, or constitute a default by Vistana
under, any indenture, loan, or credit agreement or any other contract,
agreement, document, instrument, or certificate to which Vistana is legally
bound or by which it or any of its assets are affected.
7. Miscellaneous.
(a) No Other Changes. Except as expressly set forth herein, each and
every term, provision, and condition contained in the Agreement and Vistana
Guaranty, including all exhibits and schedules thereto and all of Lender's
rights and remedies thereunder, shall remain unchanged and in full force and
effect following the date hereof. In the event of any conflict between the
provisions hereof and those contained in the Agreement and Vistana Guaranty, the
provisions hereof shall govern and control the parties' respective rights and
obligations.
(b) Counterparts. This Amendment may be executed in identical
counterparts, each of which shall be deemed an original for any and all purposes
and all of which, collectively, shall constitute one and the same instrument.
2
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Master Vistana Resort Receivables Loan Facility to be duly executed and
delivered as of the date first above written.
VISTANA:
VISTANA, INC., a Florida corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Its: Senior Vice President
and General Counsel
LENDER:
▇▇▇▇▇▇ FINANCIAL, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Assistant Vice President
3