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Shell Vacations Receives Multi-million Dollar
Global Refinancing Commitment
Northbrook, IL -- January 8, 2004 -- One of the nation's largest and most respected independent vacation ownership developers has received a multi-million dollar loan commitment primarily for acquisition and receivable financing.  The loan is considered to be one of the largest ever made to an independent vacation ownership developer.
With a commitment from Resort Finance of Bennington, Vermont, Shell Vacations LLC signed a multi-million dollar global refinancing agreement on December 19, 2003. The loan will enable Shell Vacations to pay off an approximate $300 million loan with its previous lender, Finova, and also provide substantial funding for the next five years to be used for acquisition, development and receivable financing.  
As part of the global restructuring with Finova, and the payoff of the debt, Shell is recouping the stock that Finova previously held in Shell Vacations.  Shell will now own 100% of its company.
Considered by Shell Vacations' Chairman Sheldon Ginsburg to be "one of the single most important events that has happened to our company in the past decade," the loan will pave the way for a global restructuring and expansion, not only in the United States, but also in Canada.

After more than 18 months of negotiations, the agreement was executed due primarily to the relationship between two business associates -- Shell Vacations Chairman Sheldon Ginsburg and Resort Finance Chairman Randy Stratton.  Ginsburg and Stratton have built a solid professional relationship since Stratton headed Litchfield Financial and provided funding for Shell Vacations' Suites at Fisherman's Wharf in San Francisco in the early 90s.  Adds Ginsburg, "This loan commitment will enable us to spend the next five years building our business without the handcuffs of a lender who was in bankruptcy, and to grow our points-based system, which we believe to be the best in the industry. It will also give us the ability to control our own destiny far into the future. In 2002, we achieved $179 million in sales and totaled over $190 million during 2003, all completed with severe restrictions from Finova.  With the new financing, there is really no limit to our growth potential, other than our own self-imposed limits."

After Finova filed for bankruptcy three years ago, it was reluctant to fund any major new acquisitions for Shell Vacations, placing the company in a perilous position since it was selling out of its existing inventory at a dramatic pace. Prior to the funding, Ginsburg often described his company as a jet plane flying at 38,000 feet with a talented crew in a fine-tuned machine. "But what we needed to keep flying was fuel. For us, the "fuel" was inventory and we needed a lender who could lend us the money to buy it." Ginsburg described the events leading up to the happy refinancing news. "This is even more amazing when reviewing our recent history. In the past few years, we have undergone a tremendous change in our organizational culture. First, we changed our vacation ownership product from fixed and floating weeks to a points-based system in 1999, resulting in a loss of sales personnel and management who were initially unable to adjust to understanding and selling points.  Then we invested in an expensive computer system that did not perform as expected.  As if that weren't enough to make us almost close our doors, our primary lender, Finova, declared bankruptcy. 

At that point, some people suggested it would be easier to shut down the company, lock up our offices and simply walk away. Very few people - including most of the industry's major lenders - thought we would be able to recover. Other people said, 'If anyone can do it, Shell Vacations can!'  But very much like the phoenix rising from the ashes, or the children's story, The Little Engine That Could, our management team and our entire staff persevered and today we have what I consider to be the greatest team in the timeshare industry." For the first time in many years, "We do not need to worry about seeking financing to keep the company going," said Ginsburg. "Now what we are looking for are acquisition opportunities and more great people to join our team." To facilitate members' choices of vacation locations, Shell Vacations will now actively seek to build, purchase or acquire new properties and/or inventory in Hawaii, Southern California and the Midwest in the United States, as well as various locations in Canada.

Shell Vacations is one of the largest independent vacation ownership operators, with over 2,500 employees and a hospitality division serving close to 90,000 owner/members. Shell Vacations currently has 16 resorts located in Wisconsin, Arizona, California, Nevada, Oregon, Hawaii and Canada.    
The Shell Vacations senior management team includes: Simon Crawford-Welch, Executive Vice President of Sales & Marketing; Tracy Sherles, Vice President 
and Executive Director of the Shell Vacations Club; Craig Goldstein, Chief Financial Officer; Jeffrey Server, Executive Vice President of Acquisitions, Development and Facilities; Daniel Glickstein, General Counsel; Gary Gorson, Chief Information Officer; and Steve Hicks, President of the Hospitality Division.

Shell Vacations LLC
 Sheldon Ginsburg at 847-564-4600
Marge Lennon at 239-482-3891

Also See: Shell Vacations, LLC Under New Ownership / April 2002

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