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”).
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.”
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
