0001104659-08-054888 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • August 25th, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • New York

• Contract Type
  Registration Rights Agreement
• Filed
  August 25th, 2008
• Company
  Interval Leisure Group, Inc.
• Industry
  Services-membership organizations
• Jurisdiction
  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”).

REGISTRATION RIGHTS AGREEMENT (ILG)

Registration Rights Agreement • August 25th, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • Delaware

• Contract Type
  Registration Rights Agreement
• Filed
  August 25th, 2008
• Company
  Interval Leisure Group, Inc.
• Industry
  Services-membership organizations
• Jurisdiction
  Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2008, is entered into by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), the LIBERTY PARTIES (as defined below) and INTERVAL LEISURE GROUP, INC., a Delaware corporation (the “Issuer”).

SPINCO ASSIGNMENT AND ASSUMPTION AGREEMENT (ILG)

Spinco Assignment and Assumption Agreement • August 25th, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • Delaware

• Contract Type
  Spinco Assignment and Assumption Agreement
• Filed
  August 25th, 2008
• Company
  Interval Leisure Group, Inc.
• Industry
  Services-membership organizations
• Jurisdiction
  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”).

EMPLOYMENT AGREEMENT

Employment Agreement • August 25th, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • Florida

• Contract Type
  Employment Agreement
• Filed
  August 25th, 2008
• Company
  Interval Leisure Group, Inc.
• Industry
  Services-membership organizations
• Jurisdiction
  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.

FIRST SUPPLEMENTAL INDENTURE Dated as of August 20, 2008 among INTERVAL ACQUISITION CORP. The Guarantors Party Hereto and THE BANK OF NEW YORK MELLON, as Trustee

First Supplemental Indenture • August 25th, 2008 • Interval Leisure Group, Inc. • Services-membership organizations • New York

• Contract Type
  First Supplemental Indenture
• Filed
  August 25th, 2008
• Company
  Interval Leisure Group, Inc.
• Industry
  Services-membership organizations
• Jurisdiction
  New York

THIS SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), entered into as of August 20, 2008, among INTERVAL ACQUISITION CORP., a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).