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”).
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.
LIMITED LIABILITY COMPANY AGREEMENT OF ILG, LLCLimited Liability Company Agreement • September 5th, 2018 • Ilg, LLC • Real estate agents & managers (for others) • Delaware
This limited liability company agreement (this “Agreement”) of ILG, LLC, a Delaware limited liability company (the “LLC”), is entered into by Ignite Holdco, Inc., a Delaware corporation, as the sole member (the “Member”), as of August 31, 2018.
REGISTRATION RIGHTS AGREEMENT by and amongRegistration Rights Agreement • September 5th, 2018 • Ilg, LLC • Real estate agents & managers (for others) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 4, 2018, by and among Marriott Ownership Resorts, Inc., a Delaware corporation (the “Company”), ILG, LLC, a Delaware limited liability company (together with the Company, the “Issuers”), the Guarantors (as defined below) listed on the signature pages hereto (the “Initial Guarantors”), any other Guarantors party hereto from time to time and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as Dealer Managers (collectively, the “Dealer Managers”) under the Dealer Manager Agreement (as defined below).
JOINDER AGREEMENTJoinder Agreement • September 5th, 2018 • Ilg, LLC • Real estate agents & managers (for others) • New York
This JOINDER AGREEMENT (this “Agreement”), dated as of September 1, 2018, by Interval Acquisition Corp., a Delaware corporation (the “ILG Borrower”), to the Credit Agreement dated as of August 31, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Marriott Vacations Worldwide Corporation, a Delaware corporation (“MVWC”), Marriott Ownership Resorts, Inc., a Delaware corporation (the “MVW Borrower” or the “ Borrower Representative”) on and after the ILG Joinder Date, Interval Acquisition Corp., a Delaware corporation (the “ILG Borrower” and, together with the MVW Borrower, the “Borrowers”), each Lender from time to time party thereto and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).
