Exhibit 10.1


 


$300,000,000 Aggregate
Principal Amount of

9.5% Senior Notes due 2016 of Interval Acquisition Corp.


 


in Exchange for


 


7% Senior Notes due 2013 of
IAC/InterActiveCorp


 


NOTES EXCHANGE AND CONSENT AGREEMENT


 


Dated as of July 17, 2008


 


Noteholders Listed on
Signatures Pages Hereto (the “Noteholders”)

c/o Stroock & Stroock & Lavan

180 Maiden Lane

New York, New York 10038

Attention: Kristopher M. Hansen


 


Ladies and Gentlemen:


 


IAC/InterActiveCorp,
a Delaware corporation (“IAC”) has, pursuant to an Indenture, dated as
of December 16, 2002 (the “IAC Notes Indenture”), among IAC (formerly
known as USA Interactive), as Issuer, USANi LLC, as Guarantor, and The Bank of
New York (as successor to JPMorgan Chase Bank), as Trustee (the “Trustee”)
issued $750 million aggregate principal amount of 7% Senior Notes due 2013 (the
“IAC Notes”), of which $750 million aggregate principal amount is
currently outstanding.  IAC has commenced
a tender offer to purchase any and all of the outstanding IAC Notes on the
terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated June 11, 2008 and the related Letter
of Transmittal and Consent, which, as amended through the date hereof, together
constitute the “Offer,” and in connection therewith is soliciting
consents from the holders of the IAC Notes to certain proposed amendments to
the IAC Notes Indenture and the IAC Notes as set forth in the Offer (the “Proposed
Amendments”).


 


The Offer and the Exchange (as defined
herein) are being made in connection with a plan to separate IAC into up to
five publicly traded companies (the “Separation”) as described in a
preliminary Information Statement (as it may be amended, the “Information
Statement”) attached as Exhibit 99.1 to the Registration Statement on Form 10
of Interval Leisure Group, Inc., a Delaware corporation and wholly-owned
subsidiary of IAC (“Interval Spinco”), filed with the Securities and
Exchange Commission on June 26, 2008. 
Capitalized terms used herein without definition have the meanings
ascribed to such terms in those Sections of the Preliminary Offering
Memorandum, dated July 7, 2008, as supplemented by the Supplement dated July 11,
2008 (the “Offering Memorandum”), of Interval Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of IAC which, at the time of
the pro rata distribution of Interval Spinco
common stock to holders of IAC common stock and Class B common stock (the “Spinoff”),
will be a wholly owned subsidiary of Interval Spinco (“Interval”), set
forth on Schedule 1 hereto (including the “Additional Disclosure” set
forth in Schedule 1, the “Incorporated OM Sections”), which
Incorporated OM Sections are incorporated herein by reference.


 

















 


IAC proposes, in connection with the Spinoff,
to effect with the Noteholders identified as “Exchanging Noteholders” on the
signature pages hereto (the “Exchanging Noteholders”) an exchange
of $300,000,000 aggregate principal amount of new 9.5% Senior Notes due 2016
(the “Interval Senior Notes”) to be issued by Interval to IAC by way of
a distribution prior to the Spinoff for IAC Notes held by the Exchanging
Noteholders on the terms and subject to the conditions set forth herein (the “Exchange”).  The terms of the Interval Senior Notes will
be as described in the Section of the Offering Memorandum entitled “Description
of Notes” with such changes as are set forth on Schedule 2 hereto.  The indenture under which the Interval Senior
Notes will be issued shall reflect such terms of the Interval Senior Notes, and
shall otherwise include such additional administrative and other provisions as
are consistent with those included in the indenture under which the senior
notes of HSN, Inc. and/or Ticketmaster shall be issued in connection with
the Separation (subject to Schedule 2 hereto), with such administrative,
technical, conforming or non-material modifications as are appropriate to
reflect the differences in the manner of issuance and offering of the Interval
Senior Notes.


 


In addition, it is proposed that each of the
Noteholders identified as “Supporting Noteholders” on the signature pages hereto
(the “Supporting Noteholders”) give its consent to the Proposed
Amendments as set forth herein.


 


1.          Agreement of the Parties.


 


Each of IAC, Interval and the Exchanging Noteholders
hereby severally confirms its agreement concerning the Exchange subject to the
terms hereof.


 


Upon Closing, the Interval Senior Notes will
be exchanged by IAC for IAC Notes held by the Exchanging Noteholders without
being registered under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance upon an exemption therefrom.  Each of the Exchanging Noteholders hereby
acknowledges that it has received a copy of the Offering Memorandum, has been
given full opportunity to ask questions of and to receive answers from
representatives of Interval concerning the terms and conditions of the
investment and the business of Interval and such other information as it
desires in order to evaluate an investment in the Interval Senior Notes, and all
such questions have been answered to the full satisfaction of such Exchanging
Noteholder.


 


2.          Nature of
Exchange.  IAC, Interval and the
Noteholders parties hereto acknowledge and agree that the issuance of the
Interval Senior Notes to IAC and the Exchange hereunder, together with the
Offer as contemplated by this Agreement to be amended, are occurring in
connection with the Spinoff and are intended to give rise to a succession event
(with Interval as the sole successor to IAC) for credit derivatives purposes.  For the avoidance of doubt, the failure to
give rise to a succession event shall not constitute a breach of this Agreement
by IAC or Interval.


 


3.          Exchange of the
IAC Notes for Interval Senior Notes.


 


(a)   Subject to the terms and
conditions set forth herein (including the provisions of Section 6(b) and
(c)), each Exchanging Noteholder agrees to exchange with IAC, and IAC agrees to
exchange with each Exchanging Noteholder, for each $1,000 principal amount of
IAC Notes


 


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set forth opposite the name of such Exchanging Noteholder under the
heading “Exchanging Noteholder” on the schedule delivered to IAC on behalf of
each of the Noteholders in connection with the execution of this Agreement (the
“Disclosure Schedule”) and to be exchanged hereunder in the Exchange, (i) a
principal amount of Interval Senior Notes equal to the Tender Offer
Consideration (as defined in the Amended Offer (as defined below)) and (ii) an
amount in cash equal to (x) $30.00 (as a fee for the consent given
pursuant to Section 5 hereof) plus (y) Accrued Interest (as defined
in the Amended Offer).


 


(b)   Each Exchanging Noteholder
severally represents and warrants to IAC and Interval that it (or, if it is an
investment advisor or manager for a beneficial owner or owners of IAC Notes,
such beneficial owner or owners), (i) is a Qualified Institutional Buyer
as defined in Rule 144A under the Securities Act, (ii) is acquiring
the Interval Senior Notes to be exchanged for IAC Notes hereunder for its own
account, for investment, and not with a view to or for sale in connection with
any distribution thereof in violation of the registration provisions of the
Securities Act or the rules and regulations promulgated thereunder, (iii) is
aware that it must bear the economic risk of such investment for an indefinite
period of time since the statutory basis for exemption from registration under
the Securities Act would not be present if such representation meant merely
that the present intention of the Exchanging Noteholder is to hold the Interval
Senior Notes for a deferred sale or for any fixed period in the future, and (iv) can
afford to bear such economic risk and can afford to suffer the complete loss of
its investment hereunder. Each Exchanging Noteholder acknowledges that the
Interval Senior Notes are “restricted securities” under the federal securities
laws, have not been registered under the Securities Act or any state securities
or “blue sky” laws and may not be sold except pursuant to an effective
registration statement thereunder or an exemption from registration under the
Securities Act and applicable state securities laws.  Each Exchanging Noteholder further
acknowledges that the Interval Senior Notes shall include the restrictive
legend set forth below:


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION.  NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION.”


 


(c)   Each Exchanging Noteholder
hereby severally represents and warrants to IAC that (i) either (A) it
is, and has been for the time periods indicated for the IAC Notes set forth
opposite each such Exchanging Noteholder’s name under the heading “Exchanging
Noteholder” on the Disclosure Schedule, the beneficial owner, for federal
income tax purposes, of such IAC Notes, or (B) if it is an investment
advisor or manager for a beneficial owner of IAC Notes, such beneficial owner
is, and has been for the time periods indicated for the IAC Notes set forth
opposite such beneficial owner’s name under the heading “Exchanging Noteholder”
on the Disclosure Schedule, the beneficial owner, for federal income tax
purposes, of such IAC Notes, and (ii) upon the Exchange, valid title to
the IAC Notes set forth opposite such Exchanging Noteholder’s name under the
heading “Exchanging Noteholder” on the Disclosure Schedule shall


 


3

















 


pass to IAC, free and clear of any Liens (as defined below), other than
those arising from acts of IAC or arising under applicable securities laws.


 


(d)   Each Exchanging Noteholder and
each Supporting Noteholder hereby severally represents and warrants to IAC and
Interval that:


 


(1)      It is the beneficial holder of and/or the investment advisor
or manager for the beneficial holder (with the power to vote and dispose of the
IAC Notes on behalf of such beneficial holder) of the principal amount of IAC
Notes set forth opposite such Noteholder’s name under the heading “Exchanging
Noteholder” and/or “Supporting Noteholder” on the Disclosure Schedule free and
clear of any Liens, other than those arising from acts of IAC or arising under
applicable securities laws; it holds or manages accounts that hold such IAC
Notes in (a) certificated form or (b) book-entry form in a cash
account (Type 1) and such IAC Notes have not been, and shall not be during the
term of this Agreement, loaned, pledged or hypothecated.


 


(2)      Such Noteholder is an entity duly organized and validly
existing under the laws of the jurisdiction in which it is organized and, if
relevant under such laws, in good standing. Such Noteholder has all requisite
power and authority to enter into this Agreement and to perform its obligations
hereunder. This Agreement has been duly executed and delivered by such Noteholder
and constitutes a legal, valid and binding obligation of such Noteholder,
enforceable against such Noteholder in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.


 


(3)      No material consent, approval, license, permit, order or
authorization of, or registration, declaration or filing with, any Governmental
Entity (as defined below) or nongovernmental third party is required to be
obtained or made by or with respect to such Noteholder in connection with the
execution, delivery and performance of this Agreement except as have been
previously obtained or made.


 


(4)      Neither the Exchange nor the consummation of any other
transaction contemplated herein nor the fulfillment of the terms hereof shall
result in a material breach of any of the terms and provisions of, or
constitute a material default under, any indenture, mortgage, deed of trust or
other agreement or instrument to which such Noteholder is a party or by which
it is bound, or such Noteholder’s Certificate of Incorporation or By-Laws or
other organizational documents, or, to the best of its knowledge, any order, rule or
regulation applicable to such Noteholder of any court, Federal or state
regulatory body, administrative agency or other governmental body having
jurisdiction over such Noteholder or its properties.


 


4

















 


(e)   Each of IAC and Interval hereby
severally represents and warrants to the Noteholders that (provided, that the
representations and warranties in clauses (1) and (5) below are made
only by IAC):


 


(1)    Immediately prior to the
effective time of the Spinoff, the outstanding principal amount of IAC’s total
obligations (excluding any obligations to IAC’s subsidiaries) of a type in the
form of or represented by or documented by (A) a bond, note, certificated
debt security or other debt security or (B) term loan agreement, revolving
loan agreement or other similar credit agreement, does not exceed $850
million.  For the avoidance of doubt, the
phrase “IAC’s total obligations” as used in the preceding sentence does not
include any obligations of any subsidiaries of IAC that are not guaranteed by
IAC.


 


(2)    It is a corporation duly
organized, validly existing and in good standing under the laws of the state in
which it is incorporated.  It has all
requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder.  This
Agreement has been duly executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.


 


(3)    No material consent, approval,
license, permit, order or authorization of, or registration, declaration or
filing with, any Federal, state, local or foreign government or any court of
competent jurisdiction, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign (a “Governmental
Entity”) or nongovernmental third party is required to be obtained or made
by or with respect to it or any of its subsidiaries (including, in the case of
IAC, Interval or Interval Spinco) in connection with the execution, delivery
and performance of this Agreement except (i) as have been previously
obtained or made and (ii) for filings under the Securities Act or the
Securities Exchange Act of 1934, as amended, with the Securities and Exchange
Commission (the “SEC”) (other than filings in connection with the
Exchange pursuant to the Securities Act).


 


(4)    Neither the Exchange nor the
consummation of any other transaction contemplated herein nor the fulfillment
of the terms hereof shall result in a material breach of any of the terms and
provisions of, or constitute a material default under, any indenture (other
than the IAC Notes Indenture), mortgage, deed of trust or other agreement or
instrument to which it or any of its subsidiaries (including, in the case of
IAC, Interval or Interval Spinco) is a party or by which it is bound, or its
Certificate of Incorporation or By-Laws, or, to the best of its knowledge, any
order, rule or regulation applicable to it of any court, Federal or state
regulatory body, administrative agency or other governmental body having
jurisdiction over it or its properties.


 


(5)    Upon the Exchange, valid title
to the Interval Senior Notes shall pass to the applicable Exchanging
Noteholders, free and clear of any liens, claims, equities,


 


5

















 


encumbrances, security interests, options,
charges or restrictions of any kind (collectively “Liens”), other than
those arising from acts of the Exchanging Noteholders or arising under
applicable securities laws.


 


(f)    Interval hereby represents and
warrants to the Exchanging Noteholders that when the Interval Senior Notes are (i) issued
by Interval to IAC and (ii) transferred by IAC to the Exchanging
Noteholders at the Closing in exchange for the IAC Notes, the Interval Senior
Notes will (x) be duly and validly authorized and issued, (y) constitute
valid and legally binding obligations of Interval enforceable against Interval
in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law and (z) be in the form contemplated
by, and entitled to the benefits of, the duly executed indenture governing the
Interval Senior Notes (the “Indenture”).


 


4.          Certain
Covenants of IAC and Interval.


 


(a)   IAC agrees, as promptly as
reasonably practicable following the date hereof, and in any case within five
business days hereof, (i) to amend the Offer as set forth on Schedule 3
hereto (as so amended, and as it may be further amended in a manner not
inconsistent with Schedule 3 and the provisions of this Agreement, the “Amended
Offer”) and (ii) to issue a press release reflecting the amended terms
of the Amended Offer and that the Amended Offer is being made, inter alia, in connection with the Spinoff
and the Exchange which are intended to give rise to a succession event (with
Interval as the sole successor to IAC) for credit derivatives purposes.  IAC further agrees that (x) the formula
for the “Total Consideration” (as defined in the Amended Offer) may not be
amended in a manner that would cause a reduction in the Total Consideration, (y) the
Amended Offer shall not be amended in a manner that would permit the Amended
Offer to be consummated at a time other than immediately after the Spinoff and
simultaneously with the Closing and (z) IAC shall not withdraw the Amended
Offer except in connection with a termination of this Agreement pursuant to Section 14(g).


 


(b)  Prior to the consummation of the Exchange, Interval shall
enter into a registration rights agreement with the Exchanging Noteholders for
the benefit of the Exchanging Noteholders (and their transferees), which shall
include provisions, in addition to the other provisions described in this Section 4(b),
that obligate Interval to prepare and file a “shelf” registration statement
with respect to the Interval Senior Notes with the SEC within 45 days after
consummation of the Exchange and to make all reasonable efforts to have such
registration statement declared effective as promptly as practicable thereafter
(and in any event within 90 days after filing) and to maintain the
effectiveness of such registration statement until the earlier of (i) such
time as all the Interval Senior Notes are freely tradeable without restriction
under the Securities Act and (ii) such time as all Interval Senior Notes
have been sold pursuant to such shelf registration statement.  Such registration rights agreement shall
provide that, in lieu of such shelf registration, if permitted by the SEC,
Interval may effect a registered exchange offer with respect to the Interval
Senior Notes during the same time period described in the previous sentence.  Such registration rights agreement shall have
other provisions customary for a registration rights agreement that provides
for a resale shelf registration statement. 
If IAC, Interval and the Exchanging Noteholders cannot agree on what
constitutes customary provisions


 


6

















 


for a registration rights agreement that provides for a resale shelf
registration statement consistent with the foregoing prior to the consummation
of the Exchange, the Exchange shall be consummated and independent counsel
mutually acceptable to Interval and the Exchanging Noteholders shall determine
the terms of the registration rights agreement promptly following the
Spinoff.  The determination by such
counsel shall be final and binding on Interval and the Exchanging Noteholders.


 


(c)  Interval and IAC shall include in the Information Statement
and the separation and distribution agreement relating to the Spinoff
statements to the effect that the issuance of the Interval Senior Notes to IAC
and the Exchange hereunder, together with the Amended Offer, are in connection
with the Spinoff and are intended to give rise to a succession event (with
Interval as the sole successor to IAC) for credit derivatives purposes.  Each of IAC and Interval agrees with the
Noteholders that it shall not include any statements in any disclosure
documents relating to the Spinoff filed with the SEC that are materially
inconsistent with the statements described in the preceding sentence.


 


(d)           In
the Exchange, IAC will assign to the Exchanging Noteholders all its rights
arising out of or in respect of the Interval Senior Notes, and the Exchanging
Noteholders will assign to IAC all their respective rights arising out of or in
respect of the IAC Notes being exchanged in the Exchange.


 


5.          Consents to
Amendment of the IAC Notes Indenture and the IAC Notes; Other Agreements.


 


(a)           By
executing this Agreement each Exchanging Noteholder and each Supporting
Noteholder hereby irrevocably consents, without any further required action on
its part, in respect of the aggregate principal amount of IAC Notes set forth
opposite such Noteholder’s name under
the heading “Exchanging Noteholder” and/or “Supporting Noteholder” on the Disclosure Schedule solely to the Proposed Amendments, which consent is effective
immediately upon execution hereof subject only to the conditions subsequent in
Sections 8(a) and (b); provided, that for purposes of this Section 5(a),
each of the conditions in Sections 8(a) and (b) shall be deemed satisfied
if the failure thereof results from a breach of this Agreement by a Noteholder.


 


(b)           Each Exchanging Noteholder hereby
agrees that (A) it will not sell, transfer or otherwise dispose (including
by way of tender into the Amended Offer, except to the extent required by Section 6(b)(ii)),
or engage in any transaction that would be treated as a sale, exchange or other
disposition for federal income tax purposes, of the IAC Notes identified
opposite such Exchanging Noteholder’s name under the heading “Exchanging Noteholder” on the Disclosure Schedule from the date hereof
through the Closing Date except to IAC in accordance with the terms of this
Agreement, and (B) if it is an investment advisor or manager for a
beneficial owner of IAC Notes, it shall cause such beneficial owner not to sell, transfer or otherwise dispose
(including by way of tender into the Amended Offer, except to the extent
required by Section 6(b)(ii)), or engage in any transaction that would be
treated as a sale, exchange or other disposition for federal income tax
purposes, of the IAC Notes set forth opposite such beneficial owner’s
name under the heading “Exchanging Noteholder on the Disclosure Schedule from the date hereof through the Closing Date
except to IAC in accordance


 


7

















 


with the terms of this Agreement; provided, however, that nothing
contained herein shall prevent or prohibit Exchanging Noteholders from
acquiring additional IAC Notes from a person that is not a Noteholder and/or
tendering such additional IAC Notes in connection with the Amended Offer.


 


(c)           Each
Supporting Noteholder hereby agrees to validly tender, and not withdraw, an
aggregate principal amount of IAC Notes identified opposite the name of such
Supporting Noteholder under the heading “Supporting Noteholder” on the Disclosure Schedule into the Amended Offer, and
that (A) it will not sell, transfer or otherwise dispose of the
IAC Notes identified opposite
such Supporting Noteholder’s name under the heading “Supporting Noteholder” on the Disclosure
Schedule from the date hereof through the Closing Date except to IAC in the
Amended Offer, and (B) if
it is an investment advisor or manager for a beneficial owner of IAC Notes, it
shall cause such beneficial owner not to
sell, transfer or otherwise dispose of the IAC Notes identified opposite such
beneficial owner’s name under the heading “Supporting Noteholder” on the
Disclosure Schedule from the date hereof through the Closing Date except to IAC
in the Amended Offer; provided, however, that nothing contained herein shall
prevent or prohibit Supporting Noteholders from acquiring additional IAC Notes
from a person that is not a Noteholder and/or tendering such additional IAC
Notes in connection with the Amended Offer.


 


6.          Closing of the
Exchange.


 


(a)           Subject
to the satisfaction or waiver of the conditions set forth in Sections 7 and 8,
the closing of the Exchange (the “Closing”) shall take place at the
offices of Wachtell, Lipton, Rosen &
Katz, New York, New York, or at such other place as shall be agreed upon by the
Majority Holders (as defined below) and IAC, on the date of the closing of the
Spinoff, simultaneously with the purchase of all (if any) IAC Notes validly
tendered in the Amended Offer and immediately following the Spinoff (the “Closing Date”).


 


(b)           On the Closing Date, each
Exchanging Noteholder shall deliver the IAC Notes set forth opposite such
Exchanging Noteholder’s name under the heading “Exchanging Noteholder” on the Disclosure Schedule through the facilities of The Depository Trust Company (“DTC”)
or otherwise as agreed by IAC and such Exchanging Noteholder; provided,
that if, at the exchange rate specified in Section 3(a), the aggregate
principal amount of Interval Senior Notes that would be exchanged hereunder for
all such IAC Notes would exceed $300 million,


 


(i) the aggregate principal amount of IAC Notes to be delivered by
all Exchanging Noteholders and, subject to any payment in cash for any Excess
contemplated by Section 6(c) below, exchanged for Interval Senior
Notes hereunder, shall be reduced to such aggregate amount, in the lowest
integral multiple of $1,000 principal amount of IAC Notes, as would result in
an aggregate Exchange, after giving effect to the payment in cash for any
Excess pursuant to Section 6(c) below, for $300 million aggregate
principal amount of Interval Senior Notes, and shall be allocated among the IAC
Notes of the Exchanging Noteholders as follows:


 


(1) first, to those IAC Notes that have
been beneficially owned, for federal income tax purposes, by the applicable
Exchanging Noteholder (or, if the Exchanging Noteholder is an investment
advisor or manager for a beneficial owner of IAC Notes,


 


8

















 


those IAC Notes that have been beneficially
owned, for federal income tax purposes, by such beneficial owner) for a period
of more than 30 days at the date hereof, to be allocated among such IAC Notes
as reasonably determined by the Exchanging Noteholders, and, if necessary,


 


(2) second, successively to those other
IAC Notes which have been beneficially owned, for federal income tax purposes,
by the applicable Exchanging Noteholder (or, if the Exchanging Noteholder is an
investment advisor or manager for a beneficial owner of IAC Notes, those IAC
Notes that have been beneficially owned, for federal income tax purposes, by
such beneficial owner) for the longest period of time at the date hereof; and


 


(ii) the Exchanging Noteholders shall
validly tender, and not withdraw, any such remaining IAC Notes in the Amended
Offer.


 


(c)           On the Closing Date, IAC shall
deliver to each Exchanging Noteholder, against delivery of the IAC Notes to be
exchanged therefor, (i) certificates in definitive form representing the
Interval Senior Notes to be exchanged hereunder for IAC Notes of such
Exchanging Noteholder, duly executed by Interval and authenticated by the
Interval Indenture Trustee and registered in the name of such Exchanging
Noteholder and in the aggregate principal amount of Interval Senior Notes equal
to the Tender Offer Consideration for each $1,000 principal amount of IAC Notes
so delivered; provided, that if such aggregate principal amount of
Interval Senior Notes is not an integral multiple of $1,000, any amount in
excess of the next lowest such integral multiple of $1,000 (the “Excess”)
shall instead be paid to the applicable Exchanging Noteholder in cash and (ii) any
cash to be paid to such Exchanging Noteholder pursuant to Section 3(a) to
the account specified in writing by such Exchanging Noteholder at least two
business days prior to the Closing Date. 
At the Closing, IAC shall immediately cancel any IAC Notes exchanged in
the Exchange.


 


(d)            Anything
herein to the contrary notwithstanding, IAC and its affiliates and agents shall
each be entitled to deduct and withhold from the consideration otherwise
required to be delivered under this Agreement to any person, such amounts as
are required to be withheld or deducted under the Internal Revenue Code of
1986, as amended (the “Code”), or any provision of state, local or
foreign law with respect to the making of such payment.  To the extent that amounts are so withheld or
deducted, such withheld or deducted amounts shall be treated for all purposes
of this Agreement as having been paid to the person in respect of which such
deduction and withholding were made.


 


(e)            Prior
to the Closing, each Exchanging Noteholder that is a “United States person”
within the meaning of Section 7701(a)(30) of the Code shall deliver to IAC
a duly executed IRS Form W-9, and each Exchanging Noteholder that is not a
United States person shall deliver to IAC a duly executed IRS Form W-8BEN
(or other applicable IRS Form W-8). 
If the Exchanging Noteholder is an investment advisor or manager for a
beneficial owner of IAC Notes, such Exchanging Noteholder shall deliver to IAC
an IRS Form W-9 or W-8, as applicable, duly executed by such beneficial
owner.


 


9

















 


(f)             To
the extent an Exchanging Noteholder (or, if such Exchanging Noteholder is an
investment advisor or manager for a beneficial owner of IAC Notes, such beneficial
owner of IAC Notes) is not able to identify which IAC Notes beneficially owned
by such person are being exchanged for Interval Senior Notes pursuant to Section 6(b) and
which IAC Notes beneficially owned by such person are being tendered into the
Amended Offer pursuant to Section 6(b), such Exchanging Noteholder shall
(and, if such Exchanging Noteholder is an investment advisor or manager for a
beneficial owner of IAC Notes, it shall cause such beneficial owner of IAC
Notes to) (i) designate in its records and in a letter of transmittal by
the Exchanging Noteholder to the Exchanging Noteholder’s prime broker or the
DTC participant, for federal income tax purposes, which IAC Notes beneficially
owned by such person are being exchanged for Interval Senior Notes and which
IAC Notes beneficially owned by such person are being tendered into the Amended
Offer (which designation shall be made in a manner consistent with the
allocation set forth in Section 6(b)), and (ii) not take any position
that is inconsistent with such designation.


 


7.          Conditions to
IAC’s Obligations.  The obligations of IAC hereunder to effect
the Exchange and to consummate the Amended Offer are subject to the
satisfaction, on and as of the Closing Date, of the following conditions:


 


(a)   (i) the Spinoff shall have
occurred and (ii) the purchase of
all (if any) IAC Notes validly tendered in the Amended Offer shall be occurring
simultaneously with the Exchange;


 


(b)   a supplemental indenture to the
IAC Notes Indenture reflecting the Proposed Amendments shall have been duly
executed and delivered by the Trustee and shall be effective;


 


(c)   IAC shall have received a
private letter ruling from the Internal Revenue Service, in form and substance reasonably
satisfactory to IAC, substantially to the effect that IAC and other members of
IAC’s affiliated group will not recognize any income, gain, loss, or deduction
with respect to the Interval Senior Notes or the exchange thereof for IAC
Notes, other than any (i) amount of income, gain, loss, or deduction that
offsets Interval’s corresponding amount of income, gain, loss or deduction upon
the deemed satisfaction of the Interval Senior Notes, (ii) deductions
attributable to the fact that the IAC Notes may be redeemed at a premium, (iii)
income attributable to the fact that the IAC Notes may be redeemed at a
discount, (iv) interest expense accrued with respect to the IAC Notes, and
(v) income, gain, deductions or loss realized on the transfer of the Interval
Senior Notes in exchange for IAC Notes attributable to appreciation or
depreciation of the Interval Senior Notes after the time they are acquired by
and prior to their disposition by IAC, and such ruling shall continue to be in
full force and effect as of the Closing Date;


 


(d) 
(i) no action shall have been taken, and no statute, rule, regulation or
order shall have been enacted, adopted or issued by any governmental agency or
body, which would, as of the Closing Date, prevent the Amended Offer, the Exchange
or the issuance or sale of the Interval Senior Notes; and (ii) no
injunction, restraining order of any other nature of any federal or state court
of competent jurisdiction shall have been issued as of the Closing Date which
would prevent the Amended Offer, the Exchange or issuance or sale of the
Interval Senior Notes; and


 


(e)  (A) the representations and
warranties of each Noteholder in this Agreement shall be true and correct in
all material respects on and as of the Closing Date, with the same effect as if


 


10

















 


made on the Closing Date, (B) such Noteholder shall have complied
with all the agreements and satisfied all the obligations on its part to be
performed or satisfied at or prior to the Closing Date in all material respects
and (C) such Noteholder shall have furnished to IAC and Interval a certificate
such Noteholder signed by an authorized officer of such Noteholder and dated
the Closing Date, to the effect set forth in clauses (A) and (B) above.


 


8.          Conditions to
Noteholders’ Obligations.  The obligations of each
Exchanging Noteholder hereunder to effect the Exchange are subject to the
satisfaction, on and as of the Closing Date, of the following conditions:


 


(a)   (i) IAC shall have made the
Amended Offer consistent with the terms hereof and (ii) the purchase of
all (if any) IAC Notes validly tendered in the Amended Offer shall be occurring
simultaneously with the Exchange, and upon payment therefor, all such IAC
Notes shall be immediately canceled;


 


(b)   the Spinoff shall have occurred;


 


(c)   (i) no action shall have
been taken, and no statute, rule, regulation or order shall have been enacted,
adopted or issued by any governmental agency or body, which would, as of the
Closing Date, prevent the Amended Offer, the Exchange or the issuance or sale
of the Interval Senior Notes; and (ii) no injunction, restraining order of
any other nature of any federal or state court of competent jurisdiction shall
have been issued as of the Closing Date which would prevent the Amended Offer,
the Exchange or issuance or sale of the Interval Senior Notes;


 


(d)   IAC shall have furnished to the
Exchanging Noteholders an opinion of counsel dated the Closing Date, with
respect to (A) due authorization, execution and enforceability of this
Agreement, (B) the absence of required governmental consents, (C) the
absence of adverse claims; and (D) the Interval Senior Notes (x) having
been duly and validly authorized and issued, (y) constituting valid and
legally binding obligations of Interval enforceable against Interval in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law, and (z) being in the form
contemplated by, and entitled to the benefits of, the Indenture.


 


(e)   (A) the representations and
warranties of IAC and Interval in this Agreement shall be true and correct in
all material respects on and as of the Closing Date, with the same effect as if
made on the Closing Date, (B) each of IAC and Interval shall have complied
with all the agreements and satisfied all the obligations on its part to be
performed or satisfied at or prior to the Closing Date in all material respects
and (C) each of IAC and Interval shall have furnished to the Exchanging
Noteholders a certificate of IAC and Interval, as the case may be, signed by a
Vice President or Treasurer of IAC and Interval, respectively, and dated the
Closing Date, to the effect set forth in clauses (A) and (B) above;


 


(f)    Interval shall have furnished to
the Exchanging Noteholders documents certified by the Secretary of State of its
state of incorporation demonstrating Interval’s good standing as a corporation
in such state;


 


11

















 


(g)   IAC shall have furnished to the
Exchanging Noteholders a duly executed copy of the Indenture in the form
contemplated by this Agreement, and such Indenture shall be in full force and
effect as of the Closing Date; and


 


(h)   no default or event of default
shall have occurred and be continuing under the Indenture.


 


9.          Persons
Entitled to Benefit of Agreement.  This Agreement shall
inure to the benefit of and be binding upon the Noteholders parties hereto,
Interval and IAC and their respective successors.  This Agreement and the terms and provisions
hereof are for the sole benefit of only those persons.  Nothing in this Agreement is intended or
shall be construed to give any person, other than the persons referred to in
this Section 9, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein.


 


10.        Notices, etc. 
All statements, requests, notices and agreements hereunder shall be in
writing and delivered in person or by overnight courier service, mailed by
first-class mail addressed as follows or delivered via telecopy transmission:


 


(a)   if to a Noteholder, to the
address or telecopier number, as applicable, set forth for such Noteholder on
the Disclosure Schedule, with a copy to:


 


Stroock & Stroock & Lavan LLP


180 Maiden Lane


New York, New York 10038


Attn.: Kristopher M. Hansen


Telecopier No.: 212-806-6006


 


(b)   if to IAC:


 


IAC/InterActiveCorp

555 West 18th Street

New York, NY 10011

Attention:  General Counsel

Telecopier:  (212) 632-9642
                                 

with a copy to:


 


Wachtell, Lipton, Rosen & Katz


51 West 52nd Street


New York, New York 10019


Attn.:  Pamela S. Seymon


Telecopier No.:  212-403-2000


 


12

















 


(c)   if to Interval:


 


Interval Leisure Group, Inc.

6262 Sunset Drive

Miami, FL 33143

Attention:  General Counsel

Telecopier:  305-667-2072




with a copy to:


 


IAC/InterActiveCorp

555 West 18th Street

New York, NY 10011

Attention:  General Counsel

Telecopier:  (212) 632-9642


 


Wachtell, Lipton, Rosen & Katz


51 West 52nd Street


New York, New York 10019


Attn.:  Pamela S. Seymon


Telecopier No.:  212-403-2000


 


IAC, Interval and the Noteholders, by notice
to the other, may designate additional or different addresses for subsequent
notices or communications by notice given in accordance with the provisions of
this Section 10.


 


11.        Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


12.        Submission to
Jurisdiction; Waiver of Service and Venue.  (a)  Each of
the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the U.S. District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State
or, to the extent permitted by law, in such federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


(b)   Each of the parties hereto
hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in Section 12(a).  Each of parties hereto hereby irrevocably


 


13














 


waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.


 


(c)   Each
party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 10. 
Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.


 


13.        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


 


14.        Miscellaneous


 


(a)   Counterparts. 
This Agreement may be signed in counterparts (which may include
counterparts delivered by any standard form of telecommunication), each of
which shall be an original and all of which together shall constitute one and
the same instrument.


 


(b)   Amendments or Waivers.  (i) No
amendment or waiver by Noteholders of any provision of this Agreement, nor any
consent or approval to any departure therefrom given by the Noteholders, shall
in any event be effective unless the same shall be in writing and signed by
Noteholders that, collectively, beneficially own, or are investment advisors or
managers for beneficial owners of, at least a majority in aggregate principal
amount of the IAC Notes set forth opposite the names of all Noteholders under the heading “Exchanging Noteholder” and/or “Supporting
Noteholder” on the Disclosure Schedule (the “Majority Holders”); provided,
however, that no amendment or waiver by Noteholders of any provision of
this Agreement that results in an adverse modification of (a) the formula
for Total Consideration payable in
the Amended Offer, (b) the conditions set forth in Sections 7 and 8 of
this Agreement, or (c) the material terms of the Interval Senior Notes or
of Schedule 2, in any such case shall be effective unless the same shall be in writing and signed by
each of the Exchanging Noteholders; and, provided further, that no amendment or waiver by Noteholders of any
provision of this Agreement that adversely modifies the consideration to be
received by Noteholders in the Amended Offer shall be effective  unless the same shall be in writing and signed by
each Supporting Noteholder and (ii) no amendment or waiver by IAC or Interval of any provision of
this Agreement, nor any consent or approval to any departure therefrom given by
either such party, shall in any event be effective unless the same shall be in
writing and signed by such party.


 


14

















 


(c)   Entire Agreement.  
This Agreement, together with the exhibits hereto, contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral or written with
respect to such matters.


 


(d)   Headings. 
The headings herein are included for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation of,
this Agreement


 


(e)   Previous Agreements.  This Agreement supersedes any other agreement existing
between any Noteholder, Interval and IAC concerning the subject matter hereof.


 


(f)    Further Assurances.  From time to time, at any other party’s
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further action, including
without limitation working with DTC to facilitate the Exchange and taking any
actions in respect thereof, as may be reasonably necessary or desirable to
effectively carry out the transactions contemplated by this Agreement.  Without limiting the foregoing, the parties
hereto hereby agree to promptly take such reasonable steps as reasonably
necessary to ensure performance of their respective obligations to exchange the
IAC Notes in the Exchange, including, if requested and practicable, the
issuance of irrevocable instructions to exchange in the Exchange, conveyance of
the IAC Notes to an escrow-type intermediary, or similar arrangements.  Interval shall use commercially reasonable
efforts and shall cooperate to permit the Interval Senior Notes to be DTC
eligible.


 


(g)   Termination.  IAC, Interval and the Noteholders shall each
have the right to terminate this Agreement prior to the Closing Date if IAC
publicly announces the abandonment of the Spinoff.  In the event that any of the conditions set
forth in Section 8 hereof shall have become incapable of being fulfilled
(other than as a result of a breach of this Agreement by a Noteholder), this
Agreement may be terminated by the Majority Holders by delivering a written notice
of termination to IAC and Interval.  In
the event that any of the conditions set forth in Section 7 hereof shall
have become incapable of being fulfilled (other than as a result of a breach of
this Agreement by IAC or Interval), this Agreement may be terminated by IAC by
delivering a written notice of termination to the Noteholders.


 


(h)   Remedies.  The parties hereto shall be entitled to
equitable relief, including specific performance, in the event of any breach or
threatened breach of this Agreement.


 


(i)    Assignment.  Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto without
the prior written consent of the other parties hereto, and any attempt to do so
will be void.


 


(j)    Initial Press Release.  The parties hereto agree (a) that the
initial press release announcing the execution of this Agreement shall be a
joint press release by IAC and the Noteholders and (b) to cooperate
reasonably with respect to the text of such press release.


 


If the foregoing is in accordance
with your understanding, please indicate your acceptance of this Agreement by
signing in the space provided below.


 


[signature
pages follow]


 


15

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date set forth above.


 


	
   

  	
  IAC/INTERACTIVECORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Greg Blatt

  
	
   

  	
  Name:
   Greg Blatt

  
	
   

  	
  Title:    EVP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERVAL
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Greg Blatt

  
	
   

  	
  Name:
   Greg Blatt

  
	
   

  	
  Title:    VP

  



 

















 


	
  Signature of Exchanging Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Claren
  Road Asset Management, LLC as Investment Manager

  
	
   

  	
  for
  and on behalf of certain entities

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Al Marino

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Al
  Marino

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  Member

  
	
   

  	
   

  
	
  Dated:

  	
  As
  of 7-17-08                                         

  



 


 


	
  Signature of Supporting Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
   

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 

















 


	
  Signature of Exchanging Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Citigroup
  Global Markets Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Harry Mamaysky

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Harry
  Mamaysky

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  Managing
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  7/17/08

  



 


 


	
  Signature of Supporting Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Citigroup
  Global Markets Inc.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Harry Mamaysky

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Harry
  Mamaysky

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  Managing
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  7/17/08

  



 

















 


	
  Signature of Exchanging Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  TD
  London Branch

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Marina Desyak

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Marina
  Desyak

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  VP
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  07/17/2008

  



 


 


	
  Signature of Supporting Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  TD
  London Branch

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Marina Desyak

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Marina
  Desyak

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  VP
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  07/17/2008

  



 

















 


	
  Signature of Exchanging Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Marathon
  Special Opportunity Master Fund Ltd

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Louis Hanover

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Louis
  Hanover

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  CIO

  
	
   

  	
   

  
	
  Dated:

  	
  7/17/08

  



 


 


	
  Signature of Supporting Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Marathon
  Special Opportunity Master Fund Ltd

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Louis Hanover

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Louis
  Hanover

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  CIO

  
	
   

  	
   

  
	
  Dated:

  	
  7/17/08

  



 

















 


	
  Signature of Exchanging Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Global
  Credit Strategies Desk of UBS Securities LLC

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Vincent N. Mistretta

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Vincent
  N. Mistretta

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  Managing
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  7/17/08

  



 


 


	
  /s/
  James B. Fuqua

  	
   

  
	
  James
  B Fuqua

  	
   

  
	
  Managing
  Director and Counsel

  	
   

  
	
  Region
  Americas Legal

  	
   

  
	
  7/17/08

  	
   

  



 


 


	
  Signature of Supporting Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
   

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 

















 


	
  Signature of Exchanging Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
   

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 


 


	
  Signature of Supporting Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  GE
  Asset Management Incorporated, as manager

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Brad Postema

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Brad
  Postema

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
  Dated:

  	
  July 17,
  2008

  



 

















 


	
  SIGNATURE OF SUPPORTING
  NOTEHOLDERS:

  
	
   

  
	
  THE LINCOLN NATIONAL
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
  By:

  	
  Delaware
  Investment Advisers, a series of

  Delaware Management Business Trust,

  Attorney In Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William Stitzer

  	
   

  
	
   

  	
   

  	
  William
  Stitzer, AVP Portfolio Manager

  
	
   

  	
   

  	
  7-17-08

  
	
   

  	
   

  



 


	
  LINCOLN LIFE &
  ANNUITY COMPANY OF NEW YORK

  
	
   

  	
   

  
	
  By:

  	
  Delaware
  Investment Advisers, a series of

  Delaware Management Business Trust,

  Attorney In Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William Stitzer

  	
   

  
	
   

  	
   

  	
  William
  Stitzer, AVP Portfolio Manager

  
	
   

  	
   

  	
  7-17-08

  



 

















 


	
  Signature of Exchanging Noteholder:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name
  of Signing Person:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title
  of Signing Person

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  



 


 


	
  Signature of Supporting Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  AIG
  Global Investment Corp.,

  
	
   

  	
  as
  adviser and/or sub-adviser to various funds and accounts

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Cheryl McDermott

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Cheryl
  McDermott

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  Managing
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  July 17,
  2008

  



 

















 


	
  Signature of Exchanging Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Deutsche
  Bank AG, London Branch (solely w/ respect to its

  
	
   

  	
  Investment
  Grade Desk)

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Nicholas Pappas

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
  Nicholas
  Pappas

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
  Managing
  Director

  
	
   

  	
   

  
	
  Dated:

  	
  7/17/08

  



 


 


	
  Signature of Supporting Noteholder:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Name
  of Signing Person:

  	
   

  
	
   

  	
   

  
	
  Title
  of Signing Person

  	
   

  
	
   

  	
   

  
	
  Dated: