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  Exhibit 4.6    
    


 
    FOURTH SUPPLEMENTAL INDENTURE  
    


        This FOURTH SUPPLEMENTAL INDENTURE dated as of March 20, 2012, is between Interval Acquisition Corp., a Delaware corporation
(the "Issuer"), and The Bank of New York Mellon, a New York banking corporation, as Trustee (the "Trustee"). 


 
 

  RECITALS  
    


        WHEREAS, the Issuer and the Trustee entered into an Indenture dated August 19, 2008 (the "Indenture"), pursuant to which the
Issuer originally issued $300,000,000 in originally issued 9.5% Senior Notes due 2016 (the "Notes"); 



        WHEREAS,
Section 4.13 of the Indenture provides the method by which the Issuer may amend the Indenture to add a new Domestic Subsidiary as an additional Guarantor under the
Indenture; 


        WHEREAS,
the Issuer's subsidiary Management Acquisition Holdings, LLC (formerly known as TPI Acquisition Holdings, LLC, a Delaware limited liability company ("MAH")), and
acquired Vacation Resorts International, a California corporation ("VRI"), VRI-ORE, LLC, a Utah limited liability company ("VRI-ORE"), and Owners' Resorts and
Exchange, Inc., a Utah corporation ("ORE"), and each of VRI, VRI-ORE, and ORE is a Domestic Subsidiary under the Indenture; and 



        WHEREAS,
all acts and things prescribed by the Indenture and by law necessary to make this Fourth Supplemental Indenture a valid instrument legally binding on the Company and each
Domestic Subsidiary, in accordance with its terms, have been duly done and performed. 


        NOW,
THEREFORE, to comply with the provisions of the Indenture and in consideration of the mutual agreements hereinafter set forth, each Domestic Subsidiary and Trustee have agreed and
do hereby agree as follows: 


ARTICLE
1 


        Section 1.01
This Fourth Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with
and as part of, the Indenture for any and all purposes. 


        Section 1.02
This Fourth Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, each Domestic Subsidiary and the
Trustee. 


        Section 1.03
Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed and shall remain in full force and effect in accordance
with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 


ARTICLE
2 


        Section 2.01
From this date, in accordance with Section 4.13 of the Indenture and by executing this Fourth Supplemental Indenture, each of VRI, VRI-ORE, and
ORE, will be a Domestic
Subsidiary and Guarantor under the Indenture, and subject to the provisions of the Indenture and as a Guarantor to the extent provided under Section 10 of the Indenture. 



        Section 2.02
VRI, VRI-ORE, and ORE, each jointly and severally, with the Guarantors, hereby unconditionally guarantees to each Holder all of Issuer's obligations under
the Notes and the Indenture on the terms set forth in the Indenture. 


        Section 2.03
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES AND GUARANTEES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPALS OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 







 

        Section 2.04
The parties may sign any number of copies hereof. Each signed copy shall be an original, but all of them together represent the same instrument. 


        Section 2.05
The recitals and statements herein are deemed to be those of the Issuer, VRI, VRI-ORE, and ORE and not of the Trustee. The Trustee makes no
representations as to the validity or sufficiency of this Fourth Supplemental Indenture. 



        IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first above written. 

 






					
	 	 	INTERVAL ACQUISITION CORP., as the Issuer
	

 	
 	
 By:	
 	
/s/ JEANETTE E. MARBERT






  Jeanette E. Marbert, Executive Vice President and Chief Operating Officer




 


 






					
	 	 	THE BANK OF NEW YORK MELLON, as Trustee
	

 	
 	
 By:	
 	
/s/ SHERMA THOMAS







 
	 	 	Name:	 	/s/ SHERMA THOMAS







 
	 	 	Title:	 	Senior Associate








 
	

 	
 	
Acknowledged and Accepted

as of the date first written above:




 


 






					
	 	 	VACATION RESORTS INTERNATIONAL
	
 	
 	
 By:	
 	
/s/ JEANETTE E. MARBERT






  Jeanette E. Marbert, Executive Vice President
	

 	
 	
VRI-ORE, LLC
	

 	
 	
 By:	
 	
/s/ JEANETTE E. MARBERT






  Jeanette E. Marbert, Manager
	

 	
 	
OWNERS' RESORTS AND EXCHANGE, INC.
	

 	
 	
 By:	
 	
/s/ JEANETTE E. MARBERT






  Jeanette E. Marbert, Executive Vice President




 

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Exhibit 4.6


FOURTH SUPPLEMENTAL INDENTURE

RECITALS