In connection with the Exchange Offer, the Issuers and the Guarantors entered into a registration rights
agreement, dated as of September 4, 2018 (the Exchange Notes Registration Rights Agreement), with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, the dealer managers. Pursuant to the
Exchange Notes Registration Rights Agreement, the Issuers and the Guarantors have agreed to file a registration statement with the Securities and Exchange Commission (the SEC) so that holders of the Exchange Notes can exchange the
Exchange Notes for freely tradable notes registered under the Securities Act having substantially the same terms as the Exchange Notes (except that the registered notes will not contain terms with respect to special interest, registration rights or
transfer restrictions) and evidencing the same indebtedness as the Exchange Notes and exchange the related note guarantees for registered guarantees having substantially the same terms as the original note guarantees. The Issuers and the Guarantors
may be required to provide a shelf registration statement to cover resales of the Exchange Notes under certain circumstances. If the Issuers and the Guarantors fail to satisfy their registration obligations under the Exchange Notes Registration
Rights Agreement, the Issuers may be required to pay additional interest to the holders of the Exchange Notes, up to a maximum additional interest rate of 1.00% per annum.
The foregoing description of the Exchange Notes Indenture, the Exchange Notes and the Exchange Notes Registration Rights Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of the Exchange Notes Indenture, the form of Exchange Note and the Exchange Notes Registration Rights Agreement, copies of which are filed as Exhibits 4.1, 4.2 and 4.3
hereto, respectively, and are incorporated herein by reference.
Supplemental Indenture for the 6.500% Senior Notes due 2026
On September 1, 2018, the Issuer, ILG, as
co-issuer,
certain of ILGs wholly owned domestic subsidiaries that
guarantee MVWs new credit facility (the New Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee (the 2026 Notes Trustee), entered into the First Supplemental Indenture (the First
Supplemental Indenture) to the Indenture, dated as of August 23, 2018 (the 2026 Notes Indenture), by and among the Issuer, MVW, as a guarantor, the other guarantors party thereto from time to time and the 2026 Notes Trustee,
governing the Issuers previously issued 6.500% Senior Notes due 2026 (the 2026 Notes). Pursuant to the First Supplemental Indenture, ILG became a
co-issuer
of the 2026 Notes and the New
Guarantors became guarantors of the 2026 Notes. The description of the 2026 Notes is incorporated herein by reference to MVWs Current Report on Form
8-K,
filed with the SEC on August 23, 2018.
In connection with the entry into the 2026 Notes Indenture, on September 1, 2018, ILG, the New Guarantors and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as the representative of the initial purchasers of the 2026 Notes (the Representative), entered into a joinder (the Registration Rights Agreement Joinder) to that certain Registration Rights Agreement,
dated as of August 23, 2018 (the 2026 Notes Registration Rights Agreement), by and among the Issuer, MVW, as a guarantor, the other guarantors party thereto and the Representative. The description of the 2026 Notes Registration
Rights Agreement is incorporated herein by reference to MVWs Current Report on Form
8-K,
filed with the SEC on August 23, 2018.
The foregoing description of the 2026 Notes Indenture, the 2026 Note, the First Supplemental Indenture, the Registration Rights Agreement and the Registration
Rights Agreement Joinder does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Supplemental Indenture and the Registration Rights Agreement Joinder, copies of which are filed as Exhibits 4.4,
4.5, 4.6, 4.7 and 4.8 hereto, respectively, and are incorporated herein by reference.
Corporate Credit Facility
On August 31, 2018, MVW and certain of its subsidiaries entered into several agreements relating to a new credit facility (the Corporate Credit
Facility), including (1) a Credit Agreement, dated as of August 31, 2018 (the Credit Agreement), among MVW, the Issuer, following the execution of a joinder agreement on September 1, 2018, IAC (together with the
Issuer, the Borrowers), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the Lenders) and JPMorgan Chase Bank, N.A., as administrative agent
(JPMorgan), (2) a Guaranty, dated as of August 31, 2018 (the Guaranty), made by MVW, the Issuer and certain other subsidiaries of MVW (and, following the execution of a supplement on September 1, 2018, ILG and
certain of its subsidiaries) in favor of JPMorgan as administrative agent for the Lenders and (3) a Security Agreement, dated as of August 31, 2018 (the Security Agreement) made by MVW, the Issuer and certain other subsidiaries
of MVW (and, following the execution of a supplement on September 1, 2018, ILG and certain of its subsidiaries) in favor of JPMorgan as administrative agent for the Lenders.
The Credit Agreement includes a $900 million term loan facility and revolving borrowing capacity of $600 million, including letter of credit
sub-facilities
of $75 million. The Credit Agreement provided consideration for the Combination Transactions (as defined below) and support for MVWs business, including ongoing liquidity and letters of
credit. The term loan facility