Joinder Agreement to Registration Rights Agreement, dated as of September 1, 2018, by and among ILG, LLC, the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative of the initial purchasers
Exhibit 4.8
JOINDER AGREEMENT
September 1, 2018
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
As Representative of the Initial Purchasers
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
Ladies and Gentlemen:
Reference is hereby made to the Registration Rights Agreement, dated as of August 23, 2018 (the “Registration Rights Agreement”), by and among Marriott Ownership Resorts, Inc., a Delaware corporation, the Guarantors party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as representative of the several Initial Purchasers named in Schedule A to the Purchase Agreement (the “Representative”). Terms used herein and not otherwise defined herein shall have the meanings given them in the Registration Rights Agreement.
| 1. | Joinder of Additional Guarantors and the Co-Issuer. Each signatory other than the Representative (each, an “Undersigned”) to this joinder agreement (this “Joinder Agreement”) hereby agrees to become bound by the terms, conditions, representations and warranties, covenants and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as a “Guarantor” or an “Issuer” therein, respectively, and as if such Undersigned executed the Registration Rights Agreement on the date thereof. |
| 2. | Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. |
| 3. | Counterparts. This agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. |
| 4. | Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. |
| 5. | Headings. The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. |
If the foregoing is in accordance with your understanding of our agreement, please indicate your acceptance of this Joinder Agreement by signing in the space provided below, whereupon this Joinder Agreement and the Registration Rights Agreement will become binding agreements of the Undersigned party hereto in accordance with their terms.
| ILG, LLC, as Co-Issuer | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President and Chief | |||
| Financial Officer | ||||
[Signature Page to Joinder to Registration Rights Agreement]
| THE GUARANTORS ON SCHEDULE I HERETO | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President | |||
| INTERVAL ACQUISITION CORP. | ||||
| S.O.I. ACQUISITION CORP., as Guarantors | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President and Chief | |||
| Financial Officer | ||||
| BEACH HOUSE DEVELOPMENT PARTNERSHIP, as Guarantor | ||||
| By: HTS-Beach House, Inc., its managing venturer | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President | |||
| CDP INVESTORS, L.P., as Guarantor | ||||
| By: CDP GP, Inc., its General Partner | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President | |||
| CERROMAR DEVELOPMENT PARTNERS, L.P., | ||||
| S.E., as Guarantor | ||||
| By: Cerromar Development Partners GP, Inc., | ||||
| its general partner | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| HTS-San Antonio, L.P., as Guarantor | ||||
| By: HTS-San Antonio, Inc., its general partner | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President | |||
| KEY WESTER LIMITED, as Guarantor | ||||
| By: HTS-KW, Inc., its general partner | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President | |||
| PELICAN LANDING TIMESHARE VENTURES LIMITED PARTNERSHIP, as Guarantor | ||||
| By: HTS-Coconut Point, Inc., its general partner | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President | |||
| VACATION OWNERSHIP LENDING, L.P., as Guarantor | ||||
| By: Vacation Ownership Lending GP, Inc., its | ||||
| general partner | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President | |||
| VOL INVESTORS, L.P., as Guarantor | ||||
| By: VOL GP, Inc., its general partner, | ||||
| as Guarantor | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Executive Vice President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| AQUA HOSPITALITY LLC | ||||
| ASTON HOTELS & RESORTS FLORIDA, LLC | ||||
| ILG MANAGEMENT, LLC | ||||
| MAUI CONDO AND HOME, LLC | ||||
| RQI HOLDINGS, LLC, | ||||
| as Guarantors | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Manager | |||
| AQUA HOTELS & RESORTS, LLC | ||||
| DIAMOND HEAD MANAGEMENT LLC | ||||
| HOTEL MANAGEMENT SERVICES LLC | ||||
| KAI MANAGEMENT SERVICES LLC, as Guarantors | ||||
| By: Aqua Hospitality LLC, their Manager | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Manager | |||
| AQUA LUANA OPERATOR LLC, as Guarantor | ||||
| By: Aqua Hospitality LLC, its Sole Member | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Manager | |||
| AQUA HOTELS AND RESORTS OPERATOR LLC, as Guarantor | ||||
| By: Aqua Hospitality LLC, its Managing Member | ||||
| By: | /s/ John E. Geller, Jr. | |||
| Name: | John E. Geller, Jr. | |||
| Title: | Manager | |||
[Signature Page to Joinder to Registration Rights Agreement]
| FOH HOLDINGS, LLC, as Guarantor | ||||
| By: | /s/ Angela K. Halladay | |||
| Name: | Angela K. Halladay | |||
| Title: | Assistant Secretary | |||
| RESORT MANAGEMENT FINANCE SERVICES, INC., as Guarantor | ||||
| By: | /s/ James H Hunter, IV | |||
| Name: James H Hunter, IV | ||||
| Title: | President | |||
| AQUA-ASTON HOSPITALITY, LLC, as Guarantor | ||||
| By: | /s/ Kelvin Bloom | |||
| Name: | Kelvin Bloom | |||
| Title: | Chief Executive Officer | |||
| REP HOLDINGS, LTD., as Guarantor | ||||
| By: | /s/ Kelvin Bloom | |||
| Name: | Kelvin Bloom | |||
| Title: | President | |||
[Signature page to Registration Rights Joinder Agreement]
The foregoing Joinder Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
Acting on behalf of itself
and as Representative of
the several Initial Purchasers
| By: | /s/ Douglas M. Ingram | |||||
| Name: | Douglas M. Ingram | |||||
| Title: | Managing Director | |||||
[Signature page to Registration Rights Joinder Agreement]
SCHEDULE I
Aqua Hotels and Resorts, Inc.
Aqua-Aston Holdings, Inc.
CDP GP, Inc.
Cerromar Development Partners GP, Inc.
Coconut Plantation Partner, Inc.
Data Marketing Associates East, Inc.
Flex Collection, LLC
FOH Hospitality, LLC
Grand Aspen Holdings, LLC
Grand Aspen Lodging, LLC
Hawaii Vacation Title Services, Inc.
HPC Developer, LLC
HT-Highlands, Inc.
HTS-BC, L.L.C.
HTS-Beach House Partner, L.L.C.
HTS-Beach House, Inc.
HTS-Coconut Point, Inc.
HTS-Ground Lake Tahoe, Inc.
HTS-Key West, Inc.
HTS-KW, Inc.
HTS-Lake Tahoe, Inc.
HTS-Loan Servicing, Inc.
HTS-Main Street Station, Inc.
HTS-Maui, L.L.C.
HTS-San Antonio, Inc.
HTS-San Antonio, L.L.C.
HTS-Sedona, Inc.
HTS-Sunset Harbor Partner, L.L.C.
HTS-Windward Pointe Partner, L.L.C.
HV Global Group, Inc.
HV Global Management Corporation
HV Global Marketing Corporation
HVO Key West Holdings, LLC
IIC Holdings, Incorporated
ILG Shared Ownership, Inc.
Interval Holdings, Inc.
Interval International, Inc.
Interval Resort & Financial Services, Inc.
Interval Software Services, LLC
Kauai Blue, Inc.
Lagunamar Cancun Mexico, Inc.
Management Acquisition Holdings, LLC
Resort Sales Services, Inc.
Scottsdale Residence Club, Inc.
Sheraton Flex Vacations, LLC
St. Regis New York Management, Inc.
St. Regis Residence Club, New York Inc.
Vacation Ownership Lending GP, Inc.
Vacation Title Services, Inc.
VCH Communications, Inc.
VCH Consulting, Inc.
VCH Systems, Inc.
Vistana Acceptance Corp.
Vistana Aventuras, Inc.
Vistana Development, Inc.
Vistana Hawaii Management, Inc.
Vistana Management, Inc.
Vistana MB Management, Inc.
Vistana Portfolio Services, Inc.
Vistana PSL, Inc.
Vistana Residential Management, Inc.
Vistana Signature Experiences, Inc.
Vistana Signature Network, Inc.
Vistana Vacation Ownership, Inc.
Vistana Vacation Realty, Inc.
Vistana Vacation Services Hawaii, Inc.
VOL GP, Inc.
VSE Development, Inc.
VSE East, Inc
VSE Mexico Portfolio Services, Inc.
VSE Myrtle Beach, LLC
VSE Pacific, Inc.
VSE Trademark, Inc.
VSE Vistana Villages, Inc.
VSE West, Inc.
Westin Sheraton Vacation Services, Inc.
Windward Pointe II, L.L.C.
Worldwide Vacation & Travel, Inc.
WVC Rancho Mirage, Inc.
