DCR RATES VISTANA 1999

Source: Duff & Phelps Credit Rating Co.

July 26, 1999
NEW YORK -- Duff & Phelps Credit Rating Co. (DCR) has assigned its 'AAA' (Triple- A) rating to the Class A Notes, 'A' (Single- A) rating to the Class B Notes, and 'BBB' (Triple-B) rating to the Class C Notes issued by Vistana 1999- A Timeshare Mortgage Corp. The Notes were placed privately (Rule 144-A) by Dresdner Kleinwort Benson.

The $80.3 million of Notes issued by Vistana 1999-A Timeshare Mortgage Corp. are secured by the cash flow on $86.4 million of Mortgage Loans, three Letters of Credit (one for each class of Notes) provided by Dresdner Bank AG, and a Reserve Account. Approximate credit support for each class of Notes is as follows: 55 percent for the Class A Notes, 26 percent for the Class B Notes, and 14 percent for the Class C Notes. Credit support for the Class A Notes is composed of 42 percent subordination of the Class B Notes and Class C Notes, 7 percent overcollateralization, 1 percent from a Letter of Credit, and 5 percent from the Reserve Account. Credit support for the Class B Notes is composed of 9 percent subordination of the Class C Notes, 7 percent overcollateralization, 5 percent from a Letter of Credit, and 5 percent from the Reserve Account. Credit support for the Class C Notes is composed of 7 percent overcollateralization, 2 percent from a Letter of Credit, and 5 percent from the Reserve Account.

The Mortgage Loans were originated by five subsidiaries of Vistana, Inc. at eight resorts located in four states (Florida, Colorado, South Carolina and Arizona). All eight of the resorts are affiliated with an exchange network (four exclusively with RCI, three exclusively with II, and one with both RCI and II). Seven of the resorts are rated in the highest rating category offered by the exchange networks.

The Mortgage Loans will be serviced by VCH Portfolio Services, Inc., a subsidiary of Vistana, Inc. Norwest Bank Minnesota, National Association will act as Trustee and Back-up Servicer for the transaction.

Vistana Inc., a Florida corporation that is traded publicly on Nasdaq under the ticker "VSTN," was founded in 1980. The company acquires, develops and operates vacation ownership resorts, markets and sells vacation ownership interests (VOIs), and finances purchasers of its VOIs. Headquartered in Orlando, Fla., Vistana Inc. operates 10 vacation resorts: four in Florida, three in Colorado, one in South Carolina and two in Arizona. Vistana Inc. presently has three resorts in the planning or development stage: the PGA Vacation Resort in Port St. Lucie, Fla.; Harborside at Atlantis on Paradise Island in the Bahamas; and Vistana II, a successor resort to the company's flagship resort in Orlando, Fla. Currently, the company has more than 2,100 units in operation and an ownership base that exceeds 80,000 owners who reside in more than 100 countries.

On July 19, 1999, Vistana Inc. and Starwood Hotels and Resorts Worldwide, Inc. jointly announced that they had agreed to merge in a transaction scheduled to close in the fourth quarter of 1999. The merger is subject to several conditions. If the merger is completed as planned, Vistana Inc. will become a wholly owned subsidiary of Starwood.

DCR's ratings are based on the following:

Vistana's 19-year history in the timeshare industry,

The historical performance of Vistana's timeshare mortgage portfolio,

The high quality of the resorts as evidenced by their RCI and II ratings,

There is a true sale of the Mortgage Loans to the Issuer, a bankruptcy- remote SPC,

75 percent of Obligors pay by ACH or Credit Card,

Credit enhancement covers historic static pool cumulative gross defaults 4

times at 'AAA' (Triple-A), 3 times at 'A' (Single-A), and 2.5 times at

BBB' (Triple-B).

This transaction represents the 22nd timeshare mortgage-backed issue rated by DCR. It is also the 15th timeshare mortgage-backed securitization rated solely by DCR.

Duff & Phelps Credit Rating Co. (DCR) is a leading global rating agency with 32 local market offices providing ratings and research on debt issues and insurance claims paying ability in more than 50 countries. For additional research on Vistana 1999- A Timeshare Mortgage Corp., visit DCR's web site at http://www.dcrco.com (Quick Search: Vistana). DCR's research is also available on Bloomberg at DCR and First Call's BondCall Direct/Research Direct at http://www.firstcall.com, as well as through other third-party providers.

For more information on DCR's rating of timeshare mortgage-backed securitizations refer to the web site under asset-backed securities/latest research to obtain a copy of DCR's rating methodology DCR: Rating Timeshare Mortgage-Backed Securitizations.