Exhibit 4.1

 

SUPPLEMENTAL INDENTURE

 

dated as of June 29, 2016,

among

 

INTERVAL ACQUISITION CORP.

 

THE SUBSIDIARY GUARANTORS PARTY HERETO

 

and

 

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

 

5.625% Senior Notes due 2023

 

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of June 29, 2016, among INTERVAL ACQUISITION CORP., a Delaware corporation (the “Issuer”), THE GUARANTORS PARTY HERETO (the “Undersigned”), and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

 

RECITALS

 

WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of April 10, 2015 (the “Indenture”), relating to the Issuer’s 5.625% Senior Notes due 2023 (the “Notes”);

 

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause any Restricted Subsidiary that guarantees or becomes an obligor under the Issuer’s Credit Agreement following the Issue Date to provide Note Guarantees.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

 

Section 1.                                           Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

 

Section 2.                                           Each of the Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

 

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Section 3.                                           This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 4                                              This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

 

Section 5                                              This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.

 

Section 6                                              The recitals and statements herein are deemed to be those of the Issuer and the Undersigned and not the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the Guarantees provided by the Guarantors party to this Supplemental Indenture.

 

[Signature Page Follows]

 

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

 

	
 
    	
INTERVAL   ACQUISITION CORP.,   as Issuer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeanette E. Marbert
    
	
 
    	
 
    	
Name: Jeanette E. Marbert
    
	
 
    	
 
    	
Title: Executive Vice President and Chief Operating Officer
    


 

	
 
    	
VISTANA   SIGNATURE EXPERIENCES, INC., pro se and as sole member and manager of
    
	
 
    	
FOH HOSPITALITY, LLC
    
	
 
    	
VISTANA   VACATION OWNERSHIP, INC., pro se and as sole member of
    
	
 
    	
SHERATON FLEX   VACATIONS, LLC, and
    
	
 
    	
VSE MYRTLE BEACH, LLC, and as sole member and   manager of
    
	
 
    	
VSE BAHAMAS HOLDINGS LLC
    
	
 
    	
FIFTH   AND FIFTY-FIFTH HOLDINGS, INC.
    
	
 
    	
LAGUNAMAR   CANCUN MEXICO, INC.
    
	
 
    	
SCOTTSDALE   RESIDENCE CLUB, INC.
    
	
 
    	
ST.   REGIS RESIDENCE CLUB OF COLORADO, INC.
    
	
 
    	
ST.   REGIS RESIDENCE CLUB, NEW YORK INC.
    
	
 
    	
VISTANA   PSL, INC.
    
	
 
    	
VISTANA   VACATION REALTY, INC.
    
	
 
    	
VISTANA   SCOTTSDALE, INC.
    
	
 
    	
VSE   ARIZONA DEVELOPMENT, INC.
    
	
 
    	
VSE   PACIFIC, INC.
    
	
 
    	
VSE VILLAS   ARIZONA, INC.
    
	
 
    	
VSE   DEVELOPMENT, INC.
    
	
 
    	
VSE   EAST, INC.
    
	
 
    	
VSE   INTERNATIONAL, INC.
    
	
 
    	
VSE   TRADEMARK, INC.
    
	
 
    	
VSE   WEST, INC.
    
	
 
    	
WESTIN   SHERATON VACATION SERVICES, INC.
    
	
 
    	
WVC   RANCHO MIRAGE, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeanette E. Marbert
    
	
 
    	
Name:
    	
Jeanette E. Marbert
    
	
 
    	
Title:
    	
Executive Vice   President
    


 











 

	
 
    	
DATA MARKETING ASSOCIATES   EAST, INC.
    
	
 
    	
HAWAII VACATION TITLE   SERVICES, INC.
    
	
 
    	
KAUAI BLUE, INC.
    
	
 
    	
POINTS OF COLORADO, INC.,   pro se and as sole member and manager of
    
	
 
    	
STEAMBOAT   RESORT VILLAGE LLC, and as sole member of
    
	
 
    	
SUCCESS   DEVELOPMENTS, L.L.C.
    
	
 
    	
SCOTTSDALE RESIDENCE CLUB   SALES, INC.
    
	
 
    	
ST. REGIS COLORADO   MANAGEMENT, INC.
    
	
 
    	
ST. REGIS NEW YORK   MANAGEMENT, INC.
    
	
 
    	
VACATION TITLE   SERVICES, INC.
    
	
 
    	
VCH COMMUNICATIONS, INC.
    
	
 
    	
VCH CONSULTING, INC.
    
	
 
    	
VCH SYSTEMS, INC.
    
	
 
    	
VISTANA ACCEPTANCE CORP.
    
	
 
    	
VISTANA ARIZONA   MANAGEMENT, INC.
    
	
 
    	
VISTANA CALIFORNIA   MANAGEMENT, INC.
    
	
 
    	
VISTANA COLORADO   MANAGEMENT, INC.
    
	
 
    	
VISTANA DEVELOPMENT, INC.
    
	
 
    	
VISTANA HAWAII   MANAGEMENT, INC.
    
	
 
    	
VISTANA MANAGEMENT, INC.
    
	
 
    	
VISTANA MB   MANAGEMENT, INC.
    
	
 
    	
VISTANA PORTFOLIO   SERVICES, INC.
    
	
 
    	
VISTANA RESIDENTIAL   MANAGEMENT, INC.
    
	
 
    	
VISTANA SCOTTSDALE   MANAGEMENT, INC.
    
	
 
    	
VISTANA SCOTTSDALE   DEVELOPMENT, INC.
    
	
 
    	
VISTANA SIGNATURE   NETWORK, INC.
    
	
 
    	
VISTANA VACATION SERVICES   HAWAII, INC.
    
	
 
    	
VSE ARIZONA REALTY, INC.
    
	
 
    	
VSE CALIFORNIA SALES, INC.
    
	
 
    	
VSE MEXICO PORTFOLIO   SERVICES, INC.
    
	
 
    	
VSE RESIDENCE CLUB SALES OF NEW   YORK, INC.
    
	
 
    	
VSE RESIDENCE CLUB   SALES, INC.
    
	
 
    	
VSE VISTANA VILLAGES, INC.
    
	
 
    	
WESTIN VACATION MANAGEMENT CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeanette E. Marbert
    
	
 
    	
Name:
    	
Jeanette E. Marbert
    
	
 
    	
Title:
    	
President, CEO
    


 











 

	
 
    	
COCONUT   PLANTATION PARTNER, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeanette E. Marbert
    
	
 
    	
 
    	
Name: Jeanette E. Marbert
    
	
 
    	
 
    	
Title: President
    


 











 

	
 
    	
HSBC   BANK USA, NATIONAL ASSOCIATION, as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Annette Kos-Culkin
    
	
 
    	
 
    	
Name: Annette Kos-Culkin
    
	
 
    	
 
    	
Title: Vice President