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.
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”).
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”).
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”).
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”).
LEASE AGREEMENT BETWEEN FRANK W. GUILFORD, JR., INDIVIDUALLY AND AS TRUSTEE AND INTERVAL INTERNATIONAL, INC.Lease • 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.
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.
