Interval Leisure Group, Inc. and The Bank of New York Mellon, as Rights Agent Rights Agreement Dated as of June 10, 2009Rights Agreement • June 11th, 2009 • Interval Leisure Group, Inc. • Services-membership organizations • New York
RIGHTS AGREEMENT, dated as of June 10, 2009 (the “Agreement”), between Interval Leisure Group, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL REVOLVING COMMITMENT AGREEMENT Dated as of April 8, 2014Credit Agreement • April 8th, 2014 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of June 21, 2012, among INTERVAL ACQUISITION CORP., a Delaware corporation (the “Borrower”), INTERVAL LEISURE GROUP, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors identified herein, the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • New York
This REGISTRATION RIGHTS AGREEMENT dated as of August 20, 2008 (the “Agreement”) is entered into by and among Interval Acquisition Corp., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and the Noteholders listed on the signature pages annexed hereto (the “Exchanging Noteholders”).
CREDIT AGREEMENT dated as of July 25, 2008 amongCredit Agreement • August 1st, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • New York
This CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of July 25, 2008, among INTERVAL ACQUISITION CORP., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors identified herein, the Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (ILG)Registration Rights Agreement • November 9th, 2015 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2015, is entered into by and among LIBERTY INTERACTIVE CORPORATION, a Delaware corporation (“Liberty”), the LIBERTY PARTIES (as defined below) and INTERVAL LEISURE GROUP, INC., a Delaware corporation (the “Issuer” or “ILG”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and among IAC/INTERACTIVECORP, HSN, INC., INTERVAL LEISURE GROUP, INC., TICKETMASTER and TREE.COM, INC. DATED AS OF [ ], 2008Separation and Distribution Agreement • August 1st, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2008, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSN Spinco”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TM Spinco”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco”; together with TM Spinco, Interval Spinco and HSN Spinco, the “Spincos”; the Spincos and IAC, collectively, the “Separate-cos” or “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2018 • ILG, Inc. • Real estate agents & managers (for others) • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between John A. Galea (“Executive”) and ILG, Inc. (f/k/a Interval Leisure Group, Inc.), a Delaware corporation (the “Company”), as of the 24th day of March, 2017 (the “Effective Date”).
FORM OF TAX SHARING AGREEMENT by and among IAC/INTERACTIVECORP, TICKETMASTER, INTERVAL LEISURE GROUP, INC., HSN, INC. and TREE.COM, INC. Dated as of [ ], 2008Tax Sharing Agreement • August 1st, 2008 • Interval Leisure Group, Inc. • Services-membership organizations
This TAX SHARING AGREEMENT (this “Agreement”), dated as of [ ], 2008, by and among IAC/InterActiveCorp, a Delaware corporation (“Parent”), Ticketmaster, a Delaware corporation and a wholly-owned subsidiary of Parent (“Ticketmaster Spinco”), Interval Leisure Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Interval Spinco”), HSN, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“HSN Spinco”), and Tree.com, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Tree Spinco”, together with Ticketmaster Spinco, Interval Spinco, and HSN Spinco, the “Spincos”, and each of the Spincos, a “Spinco”). Each of Parent, Ticketmaster Spinco, Interval Spinco, HSN Spinco and Tree Spinco is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
FORM OF TRANSITION SERVICES AGREEMENT by and among IAC/INTERACTIVECORP, HSN, Inc., INTERVAL LEISURE GROUP, INC. TICKETMASTER and TREE.COM, INC.Transition Services Agreement • August 1st, 2008 • Interval Leisure Group, Inc. • Services-membership organizations
This TRANSITION SERVICES AGREEMENT, dated as of [•], 2008 (this “Services Agreement”), is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC” or “New IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSNSpinco” or “HSN”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco” or “Interval”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TMSpinco” or “TM”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco” or “LT” and, together with HSNSpinco, Interval Spinco and TMSpinco, the “Spincos” and, the Spincos together with IAC, the “Parties” and each a “Party”).
FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 1st, 2008 • Interval Leisure Group, Inc. • Services-membership organizations
This Employee Matters Agreement (this “Agreement”), dated as of [ ], 2008, with effect as of the Effective Time, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), Ticketmaster, a Delaware corporation and a wholly owned subsidiary of IAC (“TM”), Interval Leisure Group, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Interval”), HSN, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“HSN”) and Tree.com, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Tree,” together with TM, Interval, HSN and Tree, the “SpinCos,” the SpinCos and IAC, collectively, the “Parties”).
INTERVAL ACQUISITION CORP., as Issuer The Guarantors party hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 10, 2015 5.625% Senior Notes due 2023Indenture • April 10th, 2015 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • New York
INDENTURE, dated as of April 10, 2015, among INTERVAL ACQUISITION CORP., a Delaware corporation (the “Issuer”), Interval Leisure Group, Inc., a Delaware corporation (“Parent Guarantor”), the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
SEVERANCE AGREEMENTSeverance Agreement • August 1st, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • Florida
THIS SEVERANCE AGREEMENT (“Agreement”) is entered into by and between Victoria J. Kincke (“Executive”) and Interval Acquisition Corp., a Delaware corporation (the “Company”), and is effective as of July 31, 2008 (the “Effective Date”).
SPINCO ASSIGNMENT AND ASSUMPTION AGREEMENT (ILG)Assignment and Assumption Agreement • August 25th, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • Delaware
AGREEMENT (this “Agreement”), dated as of August 20, 2008, among InterActiveCorp, a Delaware corporation (“IAC”), Interval Leisure Group, Inc., a Delaware corporation (the “Company”), Liberty Media Corporation, a Delaware corporation (“Liberty”), and Liberty USA Holdings, LLC, a Delaware limited liability company (“Liberty Sub” and, together with Liberty, the “Liberty Parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 1st, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • New York
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made this 18th day of April, 2007, by and among Interval Acquisition Corp., a Delaware corporation (“Interval”), Vacation Holdings Hawaii, Inc., a Delaware corporation and indirect wholly owned subsidiary of Interval (“Purchaser”), Gaylord Entertainment Company, a Delaware corporation (“GEC”), and ResortQuest International, Inc., a Delaware corporation and indirect wholly owned subsidiary of GEC (“Seller”).
AMENDMENT TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 12th, 2016 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2015, by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (“Starwood”), VISTANA SIGNATURE EXPERIENCES, INC., a Delaware corporation (“Vistana”) and INTERVAL LEISURE GROUP, INC., a Delaware corporation (“ILG,” and together with Starwood and Vistana, the “Parties”).
LEASE AGREEMENT BETWEEN FRANK W. GUILFORD, JR., INDIVIDUALLY AND AS TRUSTEE AND INTERVAL INTERNATIONAL, INC.Lease Agreement • August 1st, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • Florida
THIS LEASE (this “Lease”) is dated as of the day of , 1998, between “Landlord” and “Tenant” hereinafter set forth and is effective as provided in Section 28 of this Lease.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 16th, 2015 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 27, 2015, is entered into by and among Interval Leisure Group, Inc., a Delaware corporation (the “Company”), Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), and William L. Harvey, a shareholder of the Company (the “Shareholder”);
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Craig M. Nash (“Executive”) and Interval Leisure Group, Inc., a Delaware corporation (the “Company”), as of the 31st day of July, 2008.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 16th, 2015 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 27, 2015, is entered into by and among Interval Leisure Group, Inc., a Delaware corporation (the “Company”), Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), Liberty Interactive Corporation, a Delaware corporation and a shareholder of the Company (the “Shareholder”), and Liberty USA Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Shareholder (“Liberty USA Holdings”);
FIRST SUPPLEMENTAL INDENTURE dated as of September 1, 2018 among MARRIOTT OWNERSHIP RESORTS, INC. ILG, LLCFirst Supplemental Indenture • September 5th, 2018 • Ilg, LLC • Real estate agents & managers (for others) • New York
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”).
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2018 • ILG, Inc. • Real estate agents & managers (for others)
THIS AMENDMENT OF EMPLOYMENT AGREEMENT (this “Amendment”) is made, as of the date last written below (the “Amendment Effective Date”), by and between John A. Galea (“Executive”) and ILG, Inc. (“Company”), a Delaware corporation.
TAX MATTERS AGREEMENT by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc. and Interval Leisure Group, Inc. Dated as of May 11, 2016Tax Matters Agreement • May 12th, 2016 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of May 11, 2016, is by and among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), Vistana Signature Experiences, Inc. (“Vistana”), a Delaware corporation and Interval Leisure Group, Inc. (“ILG”), a Delaware corporation. Each of Starwood, Vistana and ILG is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
TRANSITION SERVICES AGREEMENT dated as of MAY 11, 2016 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC. andTransition Services Agreement • May 12th, 2016 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • New York
This TRANSITION SERVICES AGREEMENT, dated as of May 11, 2016 (the “Effective Date”), is entered into by and between Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), on behalf of itself and any of its Affiliates that are Providers hereunder and Interval Leisure Group, Inc., a Delaware corporation (“Buyer”), on behalf of itself and any of its Affiliates that are Recipients hereunder. Starwood and Buyer are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”
ILG SPINCO AGREEMENTIlg Spinco Agreement • November 9th, 2015 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • Delaware
This ILG Spinco Agreement (this “Agreement”), dated as of October 27, 2015, is by and among Interval Leisure Group, Inc., a Delaware corporation (“ILG”), Liberty Interactive Corporation (f/k/a Liberty Media Corporation), a Delaware corporation (“Liberty”), and Liberty USA Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Liberty (“Liberty Holdings”).
REGISTRATION RIGHTS AGREEMENT by and among Interval Acquisition Corp. Interval Leisure Group, Inc. and the Subsidiary Guarantors listed, on Schedule I hereto and Wells Fargo Securities, LLC Dated as of April 10, 2015Registration Rights Agreement • April 10th, 2015 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 10, 2015, by and among Interval Acquisition Corp., a Delaware corporation (the “Company”), Interval Leisure Group, Inc., a Delaware corporation (“Parent”), the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”), and Wells Fargo Securities, LLC, as representative (the “Representative”) of the several initial purchasers named on Exhibit A to the Purchase Agreement referenced below (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.625% Senior Notes due 2023 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
STARWOOD PREFERRED GUEST AFFILIATION AGREEMENT dated as of May 11, 2016 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC.,Starwood Preferred Guest Affiliation Agreement • May 12th, 2016 • Interval Leisure Group, Inc. • Real estate agents & managers (for others)
This STARWOOD PREFERRED GUEST AFFILIATION AGREEMENT (this “Agreement”), effective as of May 11, 2016 (“Effective Date”), is entered into by and among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), Preferred Guest, Inc., a Delaware corporation, (“PGI,” and together with Starwood, the “Starwood Parties”), and Vistana Signature Experiences, Inc., a Delaware corporation (“Vistana”).
Interval Acquisition Corp. 5.625% Senior Notes due 2023 PURCHASE AGREEMENTPurchase Agreement • April 10th, 2015 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • New York
Interval Acquisition Corp., a Delaware corporation (the “Company”), Interval Leisure Group, Inc., a Delaware corporation (“Parent”), and each of the Company’s Subsidiaries (as defined below) listed on Exhibit B attached hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”), confirm their agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Initial Purchasers named on Exhibit A hereto (collectively, the “Initial Purchasers,” which term shall also include any person substituted for an Initial Purchaser pursuant to Section 10 hereof), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of $350,000,000 in aggregate principal amount of the Company’s 5.625% Senior Notes due 2023 (the “Securities”). The Securities will be issued pursuant to an Indenture, to be dated as of Ap
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2009 • Interval Leisure Group, Inc. • Services-membership organizations • Florida
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of June 18, 2009 (this “Amendment”), is by and between Interval Leisure Group, Inc. (the “Company”) and Jeanette E. Marbert (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2017 • ILG, Inc. • Real estate agents & managers (for others) • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Stephen G. Williams (“Executive”) and Vistana Signature Experiences, Inc. (“Vistana” or the “Company”), effective as of the 24th day of March, 2017 (the “Effective Date”). Executive and Vistana may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.
JOINDER AGREEMENTJoinder Agreement • September 5th, 2018 • Ilg, LLC • Real estate agents & managers (for others) • New York
Reference is hereby made to the Registration Rights Agreement, dated as of August 23, 2018 (the “Registration Rights Agreement”), by and among Marriott Ownership Resorts, Inc., a Delaware corporation, the Guarantors party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as representative of the several Initial Purchasers named in Schedule A to the Purchase Agreement (the “Representative”). Terms used herein and not otherwise defined herein shall have the meanings given them in the Registration Rights Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between William L. Harvey (“Executive”) and Interval Leisure Group, Inc., a Delaware corporation (the “Company”), as of the 25th day of August, 2008.
THIRD AMENDMENT TO CREDIT AGREEMENT Dated as of April 10, 2015Credit Agreement • April 10th, 2015 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made by and among INTERVAL ACQUISITION CORP., a Delaware corporation (the “Borrower”), INTERVAL LEISURE GROUP, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower, as guarantors, the lenders who are party to this Amendment (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2018 • ILG, Inc. • Real estate agents & managers (for others)
THIS AMENDMENT OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Amendment") is made, as of November 1, 2017 (the “Amendment Effective Date”), by and between Jeanette E. Marbert (“Executive”), and ILG, Inc. (“Company”), a Delaware corporation.
EQUITY INTEREST PURCHASE AGREEMENT by and among Hyatt Corporation, as “Parent Seller,” and HTS-Aspen, L.L.C., with Parent Seller, as “Sellers,” S.O.I. Acquisition Corp., as “Purchaser,” and Interval Leisure Group, Inc., as “Purchaser Parent” (solely...Equity Interest Purchase Agreement • August 6th, 2014 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • Delaware
THIS EQUITY INTEREST PURCHASE AGREEMENT, dated as of May 6, 2014 (this “Agreement”), is made and entered into by and among Hyatt Corporation, a Delaware corporation (“Parent Seller”), HTS-Aspen, L.L.C., a Delaware limited liability company (together with Parent Seller each, a “Seller” and collectively, “Sellers”), S.O.I. Acquisition Corp., a Florida corporation (“Purchaser”), and, solely for the purposes of Article V, Section 6.03(a), Section 6.05(b), Section 6.05(c)(iii), Section 11.15 and Article XI (solely as such Article relates to Article V, Section 6.03(a), Section 6.05(b), Section 6.05(c)(iii) and Section 11.15), Interval Leisure Group, Inc., a Delaware corporation (“Purchaser Parent”). Sellers, on the one hand, and Purchaser and Purchaser Parent, on the other hand, are each referred to herein as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO CREDIT AGREEMENT Dated as of November 6, 2014Credit Agreement • November 7th, 2014 • Interval Leisure Group, Inc. • Real estate agents & managers (for others) • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made by and among INTERVAL ACQUISITION CORP., a Delaware corporation (the “Borrower”), INTERVAL LEISURE GROUP, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower, as guarantors, the lenders who are party to this Amendment (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
