Exhibit 10.8


 


REGISTRATION
RIGHTS AGREEMENT


 


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”).


 


The Company,
the Exchanging Noteholders and IAC/InterActiveCorp (“IAC”) are parties to the
Notes Exchange and Consent Agreement dated July 17, 2008 (the “Exchange
Agreement”), which provides for the exchange by IAC of $300,000,000 aggregate
principal amount of the Company’s 9.5% Senior Notes due 2016 (the “Securities”)
issued by the Company to IAC for certain of the 7% Senior Notes due 2013 issued
by IAC held by the Exchanging Noteholders, as set forth in the Exchange
Agreement (the “Exchange”).  The
Securities will be guaranteed on an unsecured senior basis by each of the
Guarantors.  As an inducement to the Exchanging
Noteholders to enter into the Exchange Agreement, the Company and the
Guarantors have agreed to provide to the Exchanging Noteholders and their
direct and indirect transferees the registration rights set forth in this
Agreement.  The execution and delivery of
this Agreement is a condition to the closing under the Exchange Agreement.


 


In
consideration of the foregoing, the parties hereto agree as follows:


 


1.                                       Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Additional
Guarantor” shall mean any subsidiary of the Company that executes a Subsidiary
Guarantee under the Indenture after the date of this Agreement.


 


“Affiliate”
shall mean with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, such Person; for purposes
of this definition, “control” shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities or
otherwise.


 


“Business Day”
shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain
closed.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange
Agreement” shall have the meaning set forth in the preamble.


 


“Exchange
Dates” shall have the meaning set forth in Section 2(b)(ii) hereof.


 

















 


“Exchange
Offer” shall mean the exchange offer by the Company and the Guarantors of
Exchange Securities for Registrable Securities pursuant to Section 2(b) hereof.


 


“Exchange
Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(b) hereof.


 


“Exchange
Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and
all amendments and supplements to such registration statement, in each case
including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein.


 


“Exchange
Securities” shall mean senior notes issued by the Company and guaranteed by the
Guarantors under the Indenture containing terms identical to the Securities
(except that the Exchange Securities will not be subject to restrictions on
transfer or to any increase in annual interest rate for failure to comply with
this Agreement) which may be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.


 


“Exchanging
Noteholders” shall have the meaning set forth in the preamble.


 


“Filing Target
Date” shall have the meaning set forth in Section 2(a) hereof.


 


“Freely
Tradable” shall mean, with respect to a Security, a Security that at any time
of determination, if it were not held by an Affiliate of the Company, may be
resold to the public in accordance with Rule 144 under the Securities Act
or any successor provision thereof (“Rule 144”) without regard to volume,
manner of sale or any other restrictions contained in Rule 144 (other than
the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so
long as such holding period requirement is satisfied at such time of
determination).


 


“Free Writing
Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company or used or referred
to by the Company in connection with the sale of the Securities or the Exchange
Securities.


 


“Guarantors”
shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors and any Additional Guarantors.


 


“Holders”
shall mean the Exchanging Noteholders, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees
who become owners of Registrable Securities under the Indenture.


 


“Indemnified
Person” shall have the meaning set forth in Section 4(c) hereof.


 


“Indemnifying
Person” shall have the meaning set forth in Section 4(c) hereof.


 


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“Indenture”
shall mean the Indenture relating to the Securities dated as of August 19,
2008 among the Company, the Guarantors and the Bank of New York Mellon, as
trustee, and as the same may be amended from time to time in accordance with
the terms thereof.


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xiii) hereof.


 


“Issuer Information”
shall have the meaning set forth in Section 4(a) hereof.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount
of the outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, any Registrable Securities owned
directly or indirectly by the Company or any of its Affiliates shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage or amount.


 


“Person” shall
mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision
thereof.


 


“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any
document incorporated by reference therein.


 


“Registrable
Securities” shall mean the Securities; provided that
the Securities shall cease to be Registrable Securities on the earliest to
occur of (i) the date on which a Registration Statement with respect to
such Securities has become effective under the Securities Act and either (a) such
Securities have been exchanged or disposed of pursuant to such Registration
Statement or (b), in the case of an Exchange Offer, such Securities were not
tendered by the Holder thereof who was entitled to participate in the Exchange
Offer, (ii) the date on which such Securities cease to be outstanding
under the Indenture, or (iii) the date on which such Securities are Freely
Tradable.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including
without limitation:  (i) all SEC,
stock exchange or Financial Industry Regulatory Authority (“FINRA”)
registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of one counsel for all Holders as a group in connection
with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting
in preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, any
underwriting agreements, securities sales agreements or other similar agreements


 


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and any other documents relating to the performance of and compliance
with this Agreement, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its
counsel, (vii) the fees and disbursements of counsel for the Company and
the Guarantors and, in the case of a Shelf Registration Statement, the
reasonable fees and disbursements of one counsel for the Holders as a group
(which counsel shall be selected by the Majority Holders) and (viii) the
fees and disbursements of the independent public accountants of the Company and
the Guarantors, including the expenses of any special audits or “comfort”
letters required by or incident to the performance of and compliance with this
Agreement, but excluding fees and expenses of counsel to the Underwriters
(other than fees and expenses set forth in clause (ii) above) or the
Holders and underwriting discounts and commissions, brokerage commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable Securities
by a Holder.


 


“Registration
Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such registration statement, including post-effective amendments, in
each case including the Prospectus contained therein or deemed a part thereof,
all exhibits thereto and any document incorporated by reference therein.


 


“SEC” shall
mean the United States Securities and Exchange Commission.


 


“Securities”
shall have the meaning set forth in the preamble.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf
Effectiveness Period” shall have the meaning set forth in Section 2(a) hereof.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2(a) hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the Company
and the Guarantors that covers all or a portion of the Registrable Securities
(but no other securities unless approved by a majority of the Holders whose
Registrable Securities are to be covered by such Shelf Registration Statement)
on an appropriate form under Rule 415 under the Securities Act, or any
similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein or deemed a
part thereof, all exhibits thereto and any document incorporated by reference
therein.


 


“Subsidiary
Guarantees” shall mean the guarantees of the Securities and Exchange Securities
by the Guarantors under the Indenture.


 


“Staff” shall
mean the staff of the SEC.


 


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“Target Registration
Date” shall have the meaning set forth in Section 2(d) hereof.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.


 


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 


“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.


 


2.                                       Registration
Under the Securities Act.


 


(a)                                 Unless
the Company and the Guarantors elect to file an Exchange Offer Registration
Statement pursuant to Section 2(b) hereof, the Company and the
Guarantors shall use their reasonable best efforts to cause to be filed, within
45 days after the consummation of the Exchange (the “Filing Target Date”), a
Shelf Registration Statement providing for the sale of all the Registrable
Securities by the Holders thereof and to have such Shelf Registration Statement
declared effective by the SEC as promptly as practicable thereafter and in any
event by the 90th day following such filing date.


 


If the Company and the Guarantors elect to file a Shelf Registration
Statement under this Section 2(a) in lieu of an Exchange Offer
Registration Statement, the Company and the Guarantors agree to use their
reasonable best efforts to keep the Shelf Registration Statement continuously
effective and usable for the sale of Securities until no Securities covered by
such Shelf Registration Statement constitute Registrable Securities (the “Shelf
Effectiveness Period”).  The Company and
the Guarantors further agree to supplement or amend the Shelf Registration
Statement and the related Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder or if reasonably requested by a Holder of Registrable
Securities listed in the Shelf Registration Statement and the related Prospectus
with respect to information relating to such Holder, and to use their
reasonable best efforts to cause any such amendment to become effective, if
required, and such Shelf Registration Statement and Prospectus to become usable
as soon as thereafter practicable.  The
Company and the Guarantors agree to furnish to the Holders of Registrable
Securities listed in the Shelf Registration Statement and the related
Prospectus copies of any such supplement or amendment promptly after its being
used or filed with the SEC.


 


(b)                                In
lieu of the Shelf Registration Statement required by Section 2(a) hereof,
to the extent not prohibited by any applicable law or applicable
interpretations of the Staff and to the extent all of the Holders are entitled
to participate in an Exchange Offer, with respect to any Securities that are
Registrable Securities, the Company and the Guarantors may instead cause to be
filed an Exchange Offer Registration Statement covering an offer to the Holders
to exchange all the Registrable Securities for Exchange Securities.  If the Company and the Guarantors elect to
file an Exchange Offer Registration Statement pursuant to this Section 2(b),
the Company and the Guarantors shall use their reasonable best efforts to file
the Exchange Offer Registration 


 


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Statement on or before the Filing Target
Date, and to have the Exchange Offer Registration Statement declared effective
by the SEC by the 90th day following such filing date. The Company and the
Guarantors shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement is declared effective by the SEC and use their
reasonable best efforts to complete the Exchange Offer not later than 45 days
after such effective date.


 


If the Company
and the Guarantors elect to file the Exchange Offer Registration Statement
under this Section 2(b) in lieu of a Shelf Registration Statement,
the Company and the Guarantors shall commence the Exchange Offer by mailing the
related Prospectus, appropriate letters of transmittal and other accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law, substantially the following:


 


(i)                                    that
the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be
accepted for exchange;


 


(ii)                                 the
dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange Dates”);


 


(iii)                              that
any Registrable Security not tendered will remain outstanding and continue to
accrue interest but will not retain any rights under this Agreement, except as
otherwise specified herein;


 


(iv)                             that
any Holder electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to (A) surrender such Registrable
Security, together with the appropriate letters of transmittal, to the
institution and at the address (located in the Borough of Manhattan, The City
of New York) and in the manner specified in the notice, or (B) effect such
exchange otherwise in compliance with the applicable procedures of the
depositary for such Registrable Security, in each case prior to the close of
business on the last Exchange Date; and


 


(v)                                that
any Holder will be entitled to withdraw its election, not later than the close
of business on the last Exchange Date, by (A) sending to the institution
and at the address (located in the Borough of Manhattan, The City of New York)
specified in the notice, a telegram, telex, facsimile transmission or letter
setting forth the name of such Holder, the principal amount of Registrable
Securities delivered for exchange and a statement that such Holder is
withdrawing its election to have such Securities exchanged or (B) effecting
such withdrawal in compliance with the applicable procedures of the depositary
for the Registrable Securities.


 


As a condition
to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors, in writing (which may be contained in the
applicable letter of transmittal) that (i) any Exchange Securities will be
acquired in the ordinary course of business of the Person receiving such
Exchange Securities, (ii) such Holder, nor, to the actual knowledge of
such Holder, any other Person receiving Exchange Securities from such Holder
has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities
in violation of the provisions


 


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of the Securities Act, (iii) it is not
an Affiliate of the Company or any Guarantor or, if it is an Affiliate, it will
comply with the registration and prospectus delivery requirements of the Securities
Act to the extent applicable, and (iv) if such Holder is a broker-dealer
that will receive Exchange Securities for its own account in exchange for
Registrable Securities that were acquired as a result of market-making or other
trading activities, then such Holder will deliver a Prospectus (or, to the
extent permitted by law, make available a Prospectus to purchasers) in
connection with any resale of such Exchange Securities.


 


As soon as
practicable after the last Exchange Date, the Company and the Guarantors shall:


 


(i)                                    accept
for exchange Registrable Securities or portions thereof validly tendered and
not properly withdrawn pursuant to the Exchange Offer; and


 


(ii)                                 deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and
issue, and cause the Trustee to promptly authenticate and deliver to each
Holder, Exchange Securities equal in principal amount to the principal amount
of the Registrable Securities tendered by such Holder.


 


The Company
and the Guarantors shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable
requirements of the Securities Act, the Exchange Act and other applicable laws
and regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to
any conditions, other than (1) that the Exchange Offer does not violate
any applicable law or applicable interpretations of the Staff, (2) that no
action or proceeding shall have been instituted or threatened in any court or
by any governmental agency with respect to the Exchange Offer and no material
adverse development shall have occurred with respect to the Company and (3) that
all governmental approvals shall have been obtained that the Company deems
necessary for the consummation of the Exchange Offer.


 


(c)                                 The
Company and the Guarantors shall pay all Registration Expenses in connection
with any registration pursuant to Section 2(a) or Section 2(b) hereof.  Each Holder shall pay all underwriting
discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to the Shelf Registration Statement or the Exchange Offer Registration
Statement.


 


(d)                                A
Shelf Registration Statement pursuant to Section 2(a) hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC or is automatically effective upon filing with the SEC as provided by Rule 462
under the Securities Act.  An Exchange
Offer Registration Statement pursuant to Section 2(b) hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC.


 


In the event
that (i) a Shelf Registration Statement or an Exchange Offer Registration
Statement, as applicable, does not become effective on or prior to February 16,
2009, or (ii), in the case of a Shelf Registration Statement, the Shelf Registration
Statement becomes effective but ceases to be effective or the Prospectus
contained therein ceases to be usable at any time during


 


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the Shelf Effectiveness Period, and such
failure to remain effective or usable exists for more than 60 days (whether or
not consecutive) (any event referred to in the foregoing clauses (i) or (ii) a
“Registration Default”), then, in each case, the interest rate on the
Registrable Securities will be increased by 0.25% per annum for the first
90-day period immediately following such Registration Default and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period, up to
a maximum of 1.00% per annum, in each case until the earlier of the date such
Registration Default is cured or the date on which no Securities constitute
Registrable Securities.


 


Notwithstanding
the foregoing, (1) the interest rate shall not increase because more than
one Registration Default has occurred and is pending simultaneously and (2) a
Holder whose Registrable Securities are excluded from a Shelf Registration
Statement as a result of its failure to provide the information required by Section 3(b) hereof
shall not be entitled to increased interest with respect to a Registration
Default that pertains to the Shelf Registration Statement.


 


(e)                                 Without
limiting the remedies available to the Holders, the Company and the Guarantors
acknowledge that any failure by the Company or the Guarantors to comply with
their obligations under Section 2(a) and Section 2(b) hereof
may result in material irreparable injury to the Holders for which there is no
adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Holders
may obtain such relief as may be required to specifically enforce the Company’s
and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.


 


(f)                                   The
Company represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to
any Free Writing Prospectus.


 


3.                                       Registration
Procedures.


 


(a)                                 In
connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof,
the Company and the Guarantors shall as expeditiously as possible (provided, however, that the Company shall not be required to
take actions more promptly than required by Sections 2(a) and 2(b)):


 


(i)                                    prepare
and file with the SEC a Registration Statement on the appropriate form under
the Securities Act, which form (x) shall be selected by the Company and
the Guarantors, (y) shall, in the case of a Shelf Registration, be
available for the sale of the Registrable Securities by the Holders thereof and
(z) shall comply as to form in all material respects with the requirements
of the applicable form and include all financial statements required by the SEC
to be filed therewith; and use their reasonable best efforts to cause such
Registration Statement to become effective and remain effective for the applicable
period in accordance with Section 2 hereof;


 


(ii)                                 prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof
and cause each Prospectus to be supplemented by any required prospectus
supplement and, as 


 


8

















 


so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described
in Section 4(3) of and Rule 174 under the Securities Act that is
applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities;


 


(iii)                              in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities listed in the Shelf Registration Statement and the related
Prospectus, to counsel for such Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as
many copies of each Prospectus or preliminary prospectus, and any amendment or
supplement thereto, as such Holder, counsel or Underwriter may reasonably request
in order to facilitate the sale or other disposition of the Registrable
Securities thereunder; and the Company and the Guarantors consent to the use of
such Prospectus, preliminary prospectus and any amendment or supplement thereto
in accordance with applicable law by each of the Holders of Registrable Securities
listed in the Shelf Registration Statement and the related Prospectus and any
such Underwriters in connection with the offering and sale of the Registrable
Securities covered by and in the manner described in such Prospectus,
preliminary prospectus or any amendment or supplement thereto in accordance
with applicable law;


 


(iv)                             use
their reasonable best efforts to register or qualify the Registrable Securities
under all applicable state securities or blue sky laws of such jurisdictions as
any Holder of Registrable Securities covered by a Registration Statement shall
reasonably request in writing by the time the applicable Registration Statement
becomes effective; cooperate with such Holders in connection with any filings
required to be made with FINRA; and do any and all other acts and things that
may be reasonably necessary or advisable to enable each Holder to complete the
disposition in each such jurisdiction of the Registrable Securities owned by
such Holder; provided that neither the Company
nor any Guarantor shall be required to (1) qualify as a foreign
corporation or other entity or as a dealer in securities in any such
jurisdiction where it would not otherwise be required to so qualify, (2) file
any general consent to service of process in any such jurisdiction or (3) subject
itself to taxation in any such jurisdiction if it is not so subject;


 


(v)                                in
the case of a Shelf Registration, notify each Holder of Registrable Securities
listed in the Shelf Registration Statement and the related Prospectus and
counsel for such Holders promptly and, if requested by any such Holder or
counsel, confirm such advice in writing (1) when the Shelf Registration
Statement has become effective, when any post-effective amendment thereto has
been filed and becomes effective and when any amendment or supplement to the
Prospectus has been filed, (2) of any request by the SEC or any state
securities authority for amendments and supplements to the Shelf Registration
Statement or Prospectus or for additional information after the Shelf
Registration Statement has become effective, (3) of the issuance by the
SEC or any state securities authority of any stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of any
proceedings for that purpose, including the receipt by the Company of any
notice of objection of the SEC to the use of the Shelf Registration Statement
or any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Securities Act, (4) if, between the applicable effective date of the
Shelf Registration Statement and the closing of any sale of Registrable
Securities covered thereby, the representations and 


 


9

















 


warranties of the Company or any Guarantor
contained in any underwriting agreement, securities sales agreement or other
similar agreement, if any, relating to an offering of such Registrable
Securities cease to be true and correct in all material respects or if the
Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (5) of
the happening of any event during the period the Shelf Registration Statement
is effective that makes any statement made in such Shelf Registration Statement
or the related Prospectus untrue in any material respect or that requires the
making of any changes in such Shelf Registration Statement or Prospectus in
order to make the statements therein not misleading and (6) of any
determination by the Company or any Guarantor that a post-effective amendment
to the Shelf Registration Statement or any amendment or supplement to the
Prospectus would be appropriate;


 


(vi)                             use
their reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement or, in the case of a Shelf
Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2),
including by filing an amendment to such Shelf Registration Statement on the
proper form, as promptly as practicable and provide prompt notice to each
Holder of the withdrawal of any such order or such resolution;


 


(vii)                          in the
case of a Shelf Registration, furnish to each Holder of Registrable Securities
listed in the Shelf Registration Statement and the related Prospectus, without
charge, at least one conformed copy of the Shelf Registration Statement and any
post-effective amendment thereto (without any documents incorporated therein by
reference or exhibits thereto, unless requested);


 


(viii)                       in the case
of a Shelf Registration, cooperate with the Holders of Registrable Securities
listed in the Shelf Registration Statement and the related Prospectus to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities (if such Registrable Securities are certificated) to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be
issued in such denominations and registered in such names (consistent with the
provisions of the Indenture) as such Holders may reasonably request at least
one Business Day prior to the closing of any sale of Registrable Securities;


 


(ix)                               in
the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(v)(5) hereof, use their reasonable best efforts to prepare
and file with the SEC a supplement or post-effective amendment to such Shelf
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered (or, to the extent permitted by law, made available) to purchasers of
the Registrable Securities, such Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; and the Company and the Guarantors shall notify the
Holders of Registrable Securities listed in the Shelf Registration Statement
and the related Prospectus to suspend use of the Prospectus as promptly as
practicable after the occurrence of such an event, and such Holders hereby
agree to suspend use of the Prospectus


 


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until the Company and the Guarantors have
amended or supplemented the Prospectus to correct such misstatement or omission;


 


(x)                                  in
the case of a Shelf Registration, a reasonable time prior to the filing of the
Shelf Registration Statement, any Prospectus, any amendment to the Shelf Registration
Statement or amendment or supplement to a Prospectus (except any amendment or
supplement solely to add additional selling securityholders), provide copies of
such document to the Holders of Registrable Securities listed in the Shelf
Registration Statement and the related Prospectus and their counsel and make
such of the representatives of the Company and the Guarantors as shall be
reasonably requested by the Holders of Registrable Securities listed in the
Shelf Registration Statement and the related Prospectus or their counsel
available for discussion of such document; and the Company shall not, at any
time after initial filing of a Shelf Registration Statement, use or file any
Prospectus, any amendment of or supplement to the Shelf Registration Statement
or a Prospectus (except any amendment or supplement solely to add additional
selling securityholders), of which the Holders of Registrable Securities listed
in the Shelf Registration Statement and the related Prospectus and their
counsel shall not have previously been advised and furnished a copy or to which
the Holders of Registrable Securities listed in the Shelf Registration
Statement and the related Prospectus or their counsel shall object;


 


(xi)                               obtain
a CUSIP number for all Exchange Securities or Registrable Securities, as the
case may be, not later than the initial effective date of a Registration Statement;


 


(xii)                            cause
the Indenture to be qualified under the Trust Indenture Act in connection with
the registration of the Exchange Securities or Registrable Securities, as the
case may be; cooperate with the Trustee and the Holders to effect such changes
to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and execute, and use
their reasonable best efforts to cause the Trustee to execute, all documents as
may be required to effect such changes and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;


 


(xiii)                         in the
case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Registrable Securities listed in the Shelf Registration
Statement and the related Prospectus (an “Inspector”), any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement,
any attorneys and accountants designated by a majority of the Holders of
Registrable Securities to be included in such Shelf Registration and any
attorneys and accountants designated by such Underwriter, at reasonable times
and in a reasonable manner, all pertinent financial and other records,
documents and properties of the Company and its subsidiaries, and cause the respective
officers, directors and employees of the Company and the Guarantors to supply
all information reasonably requested by any such Inspector, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement; in
each case, as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities; provided that
if any such information is identified by the Company or any Guarantor as being
confidential or proprietary, each Person receiving such information shall take 


 


11

















 


such actions as are reasonably necessary to
protect the confidentiality of such information to the extent such action is
otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of any Inspector, Holder or Underwriter);


 


(xiv)                        in the
case of a Shelf Registration, use their reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated
quotation system on which similar debt securities issued or guaranteed by the
Company or any Guarantor are then listed if requested by the Majority Holders,
to the extent such Registrable Securities satisfy applicable listing requirements;


 


(xv)                           if
reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and make all required filings
of such Prospectus supplement or such post-effective amendment as soon as the
Company has received notification of the matters to be so included in such
filing;


 


(xvi)                        in the
case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the
Holders of a majority in principal amount of the Registrable Securities covered
by the Shelf Registration Statement) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an
Underwritten Offering and in such connection, (1) to the extent possible,
make such representations and warranties to the Holders listed in the Shelf
Registration Statement and the related Prospectus and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries and the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each
case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when
requested, (2) obtain opinions of counsel to the Company and the
Guarantors (which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the selling Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of
Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (3) obtain “comfort” letters from the
independent certified public accountants of the Company and the Guarantors
(and, if necessary, any other certified public accountant of any subsidiary of
the Company or any Guarantor, or of any business acquired by the Company or any
Guarantor for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each selling Holder
(to the extent permitted by applicable professional standards) and Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings, including but not limited to financial information
contained in any preliminary prospectus or Prospectus and (4) deliver such
documents and certificates as may be reasonably requested by the Holders of a
majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings, to
evidence the continued validity of the representations and warranties of the


 


12

















 


Company and the Guarantors made pursuant to
clause (1) above and to evidence compliance with any customary conditions
contained in an underwriting agreement; and


 


(xvii)                     so long as
any Registrable Securities remain outstanding, cause each Additional Guarantor
upon the creation or acquisition by the Company of such Additional Guarantor,
to execute a counterpart to this Agreement in the form attached hereto as Annex
A and to deliver such counterpart to the Initial Purchasers no later than five
Business Days following the execution thereof.


 


(b)                                In
the case of a Shelf Registration Statement, the Company may require each Holder
of Registrable Securities to furnish to the Company such information regarding
such Holder and the proposed disposition by such Holder of such Registrable
Securities as the Company and the Guarantors may from time to time reasonably request
in writing. The Company may exclude from registration the Registrable
Securities of any Holder so long as such Holder fails to furnish such information
within a reasonable time after receiving such request.  Each Holder as to which any Shelf Registration
is being effected agrees to furnish promptly to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Holder not materially misleading.


 


(c)                                 In
the case of a Shelf Registration Statement, each Holder of Registrable
Securities covered in such Shelf Registration Statement agrees that, upon receipt
of any notice from the Company and the Guarantors of the happening of any event
of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the Shelf Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof
and, if so directed by the Company and the Guarantors, such Holder will deliver
to the Company and the Guarantors all copies in its possession, other than
permanent file copies then in such Holder’s possession, of the Prospectus
covering such Registrable Securities that is current at the time of receipt of
such notice.


 


(d)                                If
the Company and the Guarantors shall give any notice to suspend the disposition
of Registrable Securities pursuant to a Shelf Registration Statement, the
Company and the Guarantors shall extend the period during which such Shelf
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders of such
Registrable Securities shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions. The Company and the
Guarantors may give any such notice only twice during any 365-day period and
any such suspensions shall not exceed 45 days for each suspension and there
shall not be more than two suspensions in effect during any 365-day period.


 


(e)                                 The
Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten
Offering.  In any such Underwritten
Offering, the investment bank or investment banks and manager or managers (each
an “Underwriter”) that will administer the offering will be selected by the
Holders of a majority in principal amount of the Registrable Securities
included in such offering, provided that
such Underwriters shall be reasonably acceptable to the Company.


 


13
















 


4.                                      Indemnification
and Contribution.


 


(a)                                 The Company and each
Guarantor, jointly and severally, agree to indemnify and hold harmless each
Holder, their respective Affiliates, directors and officers and each Person, if
any, who controls any Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and
all losses, claims, damages and liabilities (including, without limitation,
legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred),
joint or several, that arise out of, or are based upon, (1) any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (2) any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus, any Free
Writing Prospectus used in violation of this Agreement or any “issuer
information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under
the Securities Act, or any omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in each case
except insofar as such losses, claims, damages or liabilities arise out of, or
are based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Holder furnished to the Company in writing through any selling Holder,
respectively, expressly for use therein. 
In connection with any Underwritten Offering permitted by Section 3,
the Company and the  Guarantors, jointly and severally, will also
indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their
respective Affiliates and each Person who controls such Persons (within the
meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested
in connection with any Registration Statement, any Prospectus, any Free Writing
Prospectus or any Issuer Information for such Underwritten Offering.


 


(b)                                Each Holder agrees,
severally and not jointly, to indemnify and hold harmless the Company, the Guarantors
and the other selling Holders, the directors of the Company and the Guarantors,
each officer of the Company and the Guarantors who signed the Registration
Statement and each Person, if any, who controls the Company, the Guarantors and
any other selling Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the indemnity
set forth in paragraph (a) above, but only with respect to any losses,
claims, damages or liabilities that arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with any information relating to such Holder furnished
to the Company in writing by such Holder expressly for use in any Registration
Statement and any Prospectus.


 


(c)                                 If
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person
in respect of which indemnification may be sought pursuant to either paragraph (a) or
(b) above, such Person (the “Indemnified Person”) shall promptly notify
the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that
the failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have under this Section 4 except to the extent that
it has been materially prejudiced (through the forfeiture of substantive rights
or 


 


14

















 


defenses) by
such failure; and provided, further,
that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have to an Indemnified Person otherwise than under
this Section 4.  If any such
proceeding shall be brought or asserted against an Indemnified Person and it
shall have notified the Indemnifying Person thereof, the Indemnifying Person
shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 4 that the Indemnifying Person may designate in
such proceeding and shall pay the fees and expenses of such proceeding and
shall pay the fees and expenses of such counsel related to such proceeding, as
incurred.  In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded,
after consultation with counsel, that there may be legal defenses available to
it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and, in the opinion of counsel to the Indemnified Person,
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them.  It is understood and agreed that the Indemnifying
Person shall not, in connection with any proceeding or related proceeding in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Indemnified Persons,
and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm (x) for any
Holder, its directors and officers and any control Persons of such Holder shall
be designated in writing by the Majority Holders and (y) in all other
cases shall be designated in writing by the Company.  The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify each Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at
any time an Indemnified Person shall have requested that an Indemnifying Person
reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by this paragraph, the Indemnifying Person shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by the Indemnifying
Person of such request and (ii) the Indemnifying Person shall not have reimbursed
the Indemnified Person in accordance with such request prior to the date of
such settlement.  No Indemnifying Person
shall, without the written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnification could have
been sought hereunder by such Indemnified Person, unless such settlement (A) includes
an unconditional release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by
or on behalf of any Indemnified Person.


 


(d)                                If
the indemnification provided for in paragraphs (a) and (b) above is unavailable
to an Indemnified Person or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraph, in lieu of indemnifying such Indemnified Person thereunder,
shall contribute to the amount paid or payable 


 


15

















 


by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Indemnifying Party,  on the one hand,
and by the Indemnified Party, on the other hand, from the offering of the Securities
or Exchange Securities or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) but also
the relative fault of the Indemnifying Party, on the one hand, and the
Indemnified Party, on the other hand, in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. 
The relative fault of the Company and the Guarantors on the one hand and
the Holders, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or by the Holders, as
applicable, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


(e)                                 The
Company, the Guarantors and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to
in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 4,
in no event shall a Holder be required to contribute any amount in excess of
the amount by which the total price at which the Securities or Exchange Securities
sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute
pursuant to this Section 4 are several and not joint.


 


(f)                                   The
remedies provided for in this Section 4 are not exclusive and shall not
limit any rights or remedies that may otherwise be available to any Indemnified
Person at law or in equity.


 


(g)                                The
indemnity and contribution provisions contained in this Section 4 shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any
Holder or any Person controlling any Holder, or by or on behalf of the Company
or the Guarantors or the officers or directors of or any Person controlling the
Company or the Guarantors, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.


 


5.                                      General.


 


(a)                                 No Inconsistent Agreements. 
The Company and the Guarantors represent, warrant and agree that (i) the
rights granted to the Holders hereunder do not in any way conflict 


 


16

















 


with and are
not inconsistent with the rights granted to the holders of any other
outstanding securities issued or guaranteed by the Company or any Guarantor
under any other agreement and (ii) neither the Company nor any Guarantor
has entered into, or on or after the date of this Agreement will enter into,
any agreement that is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the provisions
hereof.


 


(b)                                Amendments and Waivers.   The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and the Guarantors have obtained the written consent
of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or consent; provided that
no amendment, modification, supplement, waiver or consent to any departure from
the provisions of Section 4 hereof shall be effective as against any
Holder of Registrable Securities unless consented to in writing by such
Holder.  Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 5(b) shall
be by a writing executed by each of the parties required by this Section 5(b) to
be party thereto.


 


(c)                                 Notices.  All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, registered first-class mail, telex, telecopier, or
any courier guaranteeing overnight delivery (i) if to a Holder, at the
most current address given by such Holder to the Company by means of a notice
given in accordance with the provisions of this Section 5(c); (ii) if
to the Company and the Guarantors, initially at the Company’s address set forth
in the Exchange Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 5(c); and (iii) to
such other persons at their respective addresses as provided in the Exchange
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 5(c).  All such notices and communications shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee, at the address specified in the Indenture.


 


(d)                                Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Securities in violation of the terms of the Exchange
Agreement or the Indenture.  If any
transferee of any Holder shall acquire Registrable Securities in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof.


 


(e)                                 Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall 


 


17

















 


be deemed to
be an original and all of which taken together shall constitute one and the
same agreement.


 


(f)                                   Headings.  The
headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning
hereof.


 


(g)                                Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.


 


(h)                                WAIVER OF RIGHT TO TRIAL BY JURY. 
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT, TORT OR OTHER THEORY.  EACH PARTY HERETO (a) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


(i)                                    Entire Agreement; Severability.  This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto.  If any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.  The Company, the
Guarantors and the Holders shall endeavor in good faith negotiations to replace
the invalid, void or unenforceable provisions with valid provisions the
economic effect of which becomes as close as possible to that of the invalid,
void or unenforceable provisions.


 


18

















 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


	
   

  	
  INTERVAL
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M.
  Nash

  
	
   

  	
   

  	
  Name:

  	
  Craig M.
  Nash

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INTERVAL
  LEISURE GROUP, INC.,

  
	
   

  	
  WORLDEX
  CORPORATION,

  
	
   

  	
  as
  Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M.
  Nash

  
	
   

  	
   

  	
  Name:

  	
  Craig M.
  Nash

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IIC HOLDINGS, INCORPORATED,

  
	
   

  	
  INTERVAL
  EUROPEAN HOLDINGS

  LIMITED,

  
	
   

  	
  INTERVAL HOLDINGS, INC.,

  
	
   

  	
  INTERVAL
  INTERNATIONAL

  HOLDINGS, INC.,

  
	
   

  	
  INTERVAL
  INTERNATIONAL

  OVERSEAS HOLDINGS, INC.,

  
	
   

  	
  INTERVAL
  SOFTWARE SERVICES,

  LLC,

  
	
   

  	
  INTERVAL
  VACATION EXCHANGE,

  INC.,

  
	
   

  	
  XYZII, INC.,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M.
  Nash

  
	
   

  	
   

  	
  Name: 

  	
  Craig M.
  Nash

  
	
   

  	
   

  	
  Title:

  	
  President

  



 

















 


	
   

  	
  INTERVAL
  INTERNATIONAL, INC.,

  
	
   

  	
  INTERVAL
  RESORT & FINANCIAL

  SERVICES, INC.,

  
	
   

  	
  REP
  HOLDINGS, LTD.,

  
	
   

  	
  VACATION
  HOLDINGS HAWAII, INC.,

  
	
   

  	
  WORLDWIDE
  VACATION & TRAVEL,

  INC.,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M.
  Nash

  
	
   

  	
   

  	
  Name: 

  	
  Craig M.
  Nash

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERAGON
  FINANCIAL SERVICES,

  INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory
  Sheperd

  
	
   

  	
   

  	
  Name: 

  	
  Gregory
  Sheperd

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERIDIAN
  FINANCIAL SERVICES,

  INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeanette
  E. Marbert

  
	
   

  	
   

  	
  Name: 

  	
  Jeanette E.
  Marbert

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RESORTQUEST HAWAII, LLC,

  
	
   

  	
  RESORTQUEST
  REAL ESTATE OF

  HAWAII, LLC,

  
	
   

  	
  RQI HOLDINGS, LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A.
  Galea

  
	
   

  	
   

  	
  Name: 

  	
  John A.
  Galea

  
	
   

  	
   

  	
  Title:

  	
  Manager

  



 

















 


 


Signature of or on behalf
of Exchanging Noteholder:


 


	
  Company Name:

  	
  Deutsch Bank
  AG London

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Athanassios Diplas

  
	
   

  	
   

  
	
  Name of Signing
  Person:

  	
  Athanassios
  Diplas

  
	
   

  	
   

  
	
  Title of Signing
  Person:

  	
  Managing
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  August 19,
  2008

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Muqu Karim

  
	
   

  	
   

  
	
  Name of Signing
  Person:

  	
  Muqu Karim

  
	
   

  	
   

  
	
  Title of Signing
  Person:

  	
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  August 19,
  2008

  



 


 

















 


 


Signature of or on behalf
of Exchanging Noteholder:


 


	
  Company Name:

  	
  Citigroup
  Global Markets Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Harry
  Mamaysky

  
	
   

  	
   

  
	
  Name of Signing
  Person:

  	
  Harry Mamaysky

  
	
   

  	
   

  
	
  Title of Signing
  Person:

  	
  Managing
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  August 19,
  2008

  



 


 


 

















 


 


Signature of or on behalf
of Exchanging Noteholder:


 


	
  Company Name:

  	
  Claren Road
  Credit Opportunities Master Fund, Ltd. by Claren Road Asset Management, LLC
  as investment manager

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Albert
  Marino

  
	
   

  	
   

  
	
  Name of Signing
  Person:

  	
  Albert Marino

  
	
   

  	
   

  
	
  Title of Signing
  Person:

  	
  Member

  
	
   

  	
   

  
	
  Dated:

  	
  August 18,
  2008

  



 


 


 


 

















 


 


Signature of or on behalf
of Exchanging Noteholder:


 


	
  Company Name:

  	
  Claren Road
  Credit Master Fund, Ltd. by Claren Road Asset Management, LLC as investment
  manager

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Albert
  Marino

  
	
   

  	
   

  
	
  Name of Signing
  Person:

  	
  Albert Marino

  
	
   

  	
   

  
	
  Title of Signing
  Person:

  	
  Member

  
	
   

  	
   

  
	
  Dated:

  	
  August 18,
  2008

  



 


 


 

















 


 


Signature of or on behalf
of Exchanging Noteholder:


 


	
  Company Name:

  	
  GPC LXIV LLC
  by Claren Road Asset Management, LLC as investment manager

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Albert
  Marino

  
	
   

  	
   

  
	
  Name of Signing
  Person:

  	
  Albert Marino

  
	
   

  	
   

  
	
  Title of Signing
  Person:

  	
  Member

  
	
   

  	
   

  
	
  Dated:

  	
  August 18,
  2008

  



 


 


 

















 


 


Signature of or on behalf
of Exchanging Noteholder:


 


	
  Company Name:

  	
  The Toronto
  Dominion Bank

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Elaine
  Wong

  
	
   

  	
   

  
	
  Name of Signing
  Person:

  	
  Elaine Wong

  
	
   

  	
   

  
	
  Title of Signing
  Person:

  	
  VP,
  International Fixed Income

  
	
   

  	
   

  
	
  Dated:

  	
  August 18,
  2008

  



 


 


 

















 


 


Signature of or on behalf
of Exchanging Noteholder:


 


	
  Company Name:

  	
  Global Credit
  Strategies Desk of UBS Securities LLC

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Robert Del
  Grande

  
	
   

  	
   

  
	
  Name of Signing
  Person:

  	
  Robert Del
  Grande

  
	
   

  	
   

  
	
  Title of Signing
  Person:

  	
  Executive
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  August 18,
  2008

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Marie-Anne
  Clark

  
	
   

  	
   

  
	
  Name of Signing
  Person:

  	
  Marie-Anne
  Clark

  
	
   

  	
   

  
	
  Title of Signing
  Person:

  	
  Executive
  Director and Counsel

  
	
   

  	
   

  
	
  Dated:

  	
  August 18,
  2008

  



 


 


 

















 


 


Signature of or on behalf
of Exchanging Noteholder:


 


	
  Company Name:

  	
  Marathon
  Special Opportunity Master Fund, Ltd.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Andrew
  Rabinowitz

  
	
   

  	
   

  
	
  Name of Signing
  Person:

  	
  Andrew
  Rabinowitz

  
	
   

  	
   

  
	
  Title of Signing
  Person:

  	
  Chief
  Operating Officer

  
	
   

  	
   

  
	
  Dated:

  	
  August 18,
  2008