On September 11, 2012, Marriott Vacations Worldwide Corporation (the "Company") and certain of its subsidiaries entered into amended and restated agreements associated with the $300 million warehouse credit facility that the Company and certain of its subsidiaries entered into in September 2011 (as amended by such agreements, the "Warehouse Credit Facility"), including (1) an Amended and Restated Sale Agreement, dated as of September 1, 2012 (the "Amended and Restated Sale Agreement"), by and between MORI SPC Series Corp., a subsidiary of the Company ("MORI SPC"), and Marriott Vacations Worldwide Owner Trust 2011-1, as issuer (the "Trust"), which amends and restates that certain Sale Agreement, dated as of September 1, 2011, as amended by Amendment No. 1 dated as of September 1, 2011, by and between MORI SPC and the Trust, and (2) a Second Amended and Restated Indenture and Servicing Agreement, dated as of September 1, 2012 (the "Amended and Restated Indenture"), among the Trust, as issuer, Marriott Ownership Resorts, Inc., a subsidiary of the Company ("MORI"), as servicer, and Wells Fargo Bank, National Association, as indenture trustee (the "Trustee") and as back-up servicer, which amends and restates that certain Indenture and Servicing Agreement, dated as of September 1, 2011, by and among the parties to the Amended and Restated Indenture, as amended by that certain Amended and Restated Indenture and Servicing Agreement, dated as of September 1, 2011, by and among the parties to the Amended and Restated Indenture.

The Warehouse Credit Facility allows for the securitization of vacation ownership notes receivable on a non-recourse basis. Pursuant to the Amended and Restated Sale Agreement, from time to time, MORI SPC will sell to the Trust vacation ownership notes receivable that it purchases from MORI. Pursuant to the Amended and Restated Indenture, the Trust will pledge such vacation ownership notes receivable to the Trustee to secure notes issued by the Trust. As a result of the Amended and Restated Sale Agreement and the Amended and Restated Indenture, the amount of the Warehouse Credit Facility has been reduced to $250 million and the revolving period has been extended to September 10, 2014. In addition, borrowings under the Warehouse Credit Facility will bear interest at a rate based on the one-month LIBOR and bank conduit commercial paper rates plus 1.5 percent and are limited at any point to the advance rate on the aggregate amount of eligible notes receivable at such time. Other terms of the Warehouse Credit Facility are substantially similar to those in effect prior to the execution of the Amended and Restated Sale Agreement and the Amended and Restated Indenture. The Company will also owe unused facility and other fees under the Warehouse Credit Facility. The advance rate for vacation ownership notes receivable securitized using the Warehouse Credit Facility will vary based on the characteristics of the securitized vacation ownership notes receivable.

Wells Fargo Bank, National Association, also serves as the trustee and, in some cases, the back-up servicer with respect to certain transactions involving the securitization of vacation ownership notes receivable undertaken by the Company's subsidiaries. In addition, from time to time, the financial institutions that provide funding to the Company pursuant to the Warehouse Credit Facility or their affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and its affiliates for which they have received, and will receive, customary fees and expenses. In particular, some of these financial institutions or their affiliates are party to the Company's revolving corporate credit facility and may also have participated in transactions involving the securitization of vacation ownership notes receivable undertaken by the Company's subsidiaries.

The information included in Item 1.01 is incorporated herein by reference.

(d) Exhibits.

Exhibit 10.1    Amended and Restated Sale Agreement, entered into September 11,
                2012 and dated as of September 1, 2012, between MORI SPC Series
                Corp. and Marriott Vacations Worldwide Owner Trust 2011-1.

Exhibit 10.2    Second Amended and Restated Indenture and Servicing Agreement,
                entered into September 11, 2012 and dated as of September 1, 2012,
                among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott
                Ownership Resorts, Inc., and Wells Fargo Bank, National
                Association.