Exhibit 4.2
EXECUTION COPY
FIRST SUPPLEMENTAL
INDENTURE
Dated as of August 20,
2008
among
INTERVAL ACQUISITION
CORP.
The Guarantors Party
Hereto
and
THE BANK OF NEW YORK
MELLON,
as Trustee
THIS SUPPLEMENTAL INDENTURE (the
“ Supplemental Indenture ”), entered into as of
August 20, 2008, among INTERVAL ACQUISITION CORP. , a
Delaware corporation (the “ Issuer ”), the
guarantors party hereto (the “ Guarantors ”),
and THE BANK OF NEW YORK MELLON , as trustee (the “
Trustee ”).
RECITALS
WHEREAS, the Issuer, the Guarantors
other than Interval Leisure Group, Inc., a Delaware
corporation (the “ Additional Guarantor ”), and
the Trustee entered into the Indenture, dated as of August 19,
2008 (the “ Indenture ”), relating to the
Issuer’s 9.5% Senior Notes due 2016 (the “ Notes
”);
WHEREAS, the Notes were issued as
part of financing relating to the pro rata distribution (the
“ Spin-Off ”) of 100% of the capital stock of
the Additional Guarantor to the stockholders of
IAC/InterActiveCorp, a Delaware corporation;
WHEREAS, the Additional Guarantor
has agreed to unconditionally guarantee all of the Issuer’s
obligations under the Notes and the Indenture on the terms set
forth in the Indenture, and in connection therewith, the Indenture,
pursuant to Section 9.01, requires the Additional Guarantor to
execute and deliver to the Trustee this Supplemental
Indenture;
WHEREAS, the Guarantors, Additional
Guarantor and the Issuer have requested that the Trustee execute
and deliver this Supplemental Indenture; and
WHEREAS, all things necessary have
been done to make this Supplemental Indenture, when executed and
delivered by the Guarantors, Additional Guarantor and the Issuer,
the legal, valid and binding agreement of the Guarantors,
Additional Guarantor and the Issuer, in accordance with its
terms.
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
