WAIVER, CONSENT AND AMENDMENT NO. 5 TO LOAN AGREEMENT
EXHIBIT
NO. 10.1
WAIVER,
CONSENT AND AMENDMENT NO. 5
TO
WAIVER,
CONSENT AND AMENDMENT NO. 5,
dated
as of January 26, 2007 (this “Amendment”),
to
that certain Loan Agreement, dated as of July 29, 2002, as amended by
Amendment No. 1 (“Amendment
No. 1”),
dated
as of December 20, 2002, Amendment No. 2 (“Amendment
No. 2”),
dated
as of February 13, 2004, Amendment No. 3 (“Amendment
No. 3”),
dated
as of July 7, 2004 and Amendment No. 4 (“Amendment
No. 4”),
dated
as of July 28, 2005 (as amended by Amendment ▇▇. ▇, ▇▇▇▇▇▇▇▇▇
▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇ and Amendment No. 4, the “Existing
Loan Agreement”),
among
Sunterra Corporation, a Maryland corporation (“Parent”),
Borrowers (as defined therein), the Lenders (as defined therein), and ▇▇▇▇▇▇▇
▇▇▇▇▇ Mortgage Capital Inc., as administrative agent and collateral agent
for
the Lenders (in such capacity, “Agent”).
W
I T N E S S E T H :
WHEREAS,
capitalized terms not otherwise defined herein shall have the same meanings
as
specified in the Existing Loan Agreement;
WHEREAS,
Borrowers have requested that Agent and Lenders agree to amend the Existing
Loan
Agreement and waive certain Events of Default that might occur under the
Existing Loan Agreement as more specifically set forth herein; and
WHEREAS,
Agent
and Lenders have indicated their willingness to agree to such amendment
of, and
to make such waivers to, the Existing Loan Agreement on the terms and subject
to
the satisfaction of the conditions set forth herein.
NOW,
THEREFORE,
in
consideration of the premises and of the mutual covenants and agreements
contained herein, the parties hereto hereby agree as follows:
SECTION 1. Amendment.
As of
the Effective Date (as defined in Section 3 hereof):
(a) The
definition of “Permitted
Indebtedness”
in
Section 1.1 of the Existing Loan Agreement is hereby amended by inserting
the following clause (p) therein:
“and
(p) any Indebtedness of a European Subsidiary to any Loan
Party.”
(b) The
definition of “Permitted
Liens”
in
Section 1.1 of the Existing Loan Agreement is hereby amended by deleting
clause (j) thereof in its entirety and inserting in lieu thereof, the
following:
“(j) Liens
securing Indebtedness referred to in clauses (h), (j), (l), (n) and (p) of
the definition of “Permitted Indebtedness.”’
(c) The
definition of “Tangible
Net Worth”
in
Section 1.1 of the Existing Loan Agreement is hereby amended by inserting
at the end thereof the following:
“minus
(i.e.
adjusted to remove the effect of) any impairment of value of any European
Subsidiary or any losses resulting from the sale or disposition of any
European
Subsidiary.”
(d) The
following definition is added to Section 1.1 of the Loan
Agreement:
‘“European
Subsidiary”
means
Sunterra Europe (Holdings) Limited, a United Kingdom company or any Subsidiary
thereof, or any other Subsidiary of any Borrower formed or having its principal
place of business in any country in Europe.’
(e) Section 6.1
of the Existing Loan Agreement is hereby amended by deleting (i) the words
“30 days” in their entirety and inserting, in lieu thereof, the words
“45 days” in the first sentence of subsection 6.1(a)(ii) and
(ii) inserting the words “(except any European Subsidiary)” following the
word “Subsidiaries” in each instance where it appears in
subsection 6.1(a)(ii).
(f) Section 6.2
of the Existing Loan Agreement is hereby amended by (x) adding the
following to the first sentence of subsection 6.2(c) directly following the
words “or permit any of their Subsidiaries to do any of the foregoing”: “(it
being the understanding of the parties hereto that, notwithstanding the
foregoing, the sale, conveyance, transfer or disposition of any European
Subsidiary by any Borrower or any Subsidiary is permitted hereunder provided
that no
Event of Default has occurred and is continuing under this Agreement or
any
other Loan Document).”
(g) Section 6.3
of the Existing Loan Agreement is hereby amended by inserting the following
directly prior to the end of Section 6.3(d): “or, in the event Borrowers or any
Subsidiary shall recognize any impairment of value of any European Subsidiary
or
shall sell, convey or transfer any European Subsidiary and there exists
any
impairment of value of any European Subsidiary or any losses resulting
from such
sale or disposition of any European Subsidiary, permit at any time its
minimum
Tangible Net Worth to be less than $110,000,000.”
(h) Schedule 1.1(i)
to this Amendment is hereby incorporated into and shall be deemed a part
of,
Schedule 1.1(i) to the Existing Loan Agreement, as referred to in the
definition of “Consolidated EBITDA” in Section 1.1 of the Existing Loan
Agreement.
2
SECTION 2. Waiver.
As of
the Effective Date the Agent and Required Lenders hereby waive any Default
or
Event of Default under Sections 7.1(b), 7.1(c) or 7.1(d) of the Loan Agreement,
breach of representation and warranty, or failure to satisfy any condition
to
the making of any Loan, arising or occurring prior to the Effective Date
solely
(a) as a result of the representation and warranty contained in Section
5.1(h)
of the Loan Agreement being incorrect or misleading or any failure to perform
or
comply with any covenant contained in Section 6.1(e) of the Loan Agreement,
to
the extent occurring in connection with, or relating to, any event, matter,
condition or effect that has been publicly disclosed by the Parent on or
prior
to the Effective Date or (b) from the Borrowers’ failure to deliver to Agent any
(i) financial statements, certificates of an Authorized Officer and/or any
other documents required pursuant to Section 6.1(a) of the Loan Agreement
and (ii) the Notice of Borrowing required pursuant to Section 2.2(a)
of the Loan Agreement, on or prior to the dates required pursuant to the
applicable provisions of the Loan Agreement, and solely with respect to
the end
of fiscal year 2006, Agent and Required Lenders waive compliance with the
provision of Section 6.1(a)(i) requiring Borrowers to deliver certain
financial statements within 120 days after the end of each fiscal year,
provided
that
Borrowers shall (i) deliver to Agent the financial statements required
pursuant to Section 6.1(a)(i) of the Loan Agreement on or prior to
July 31, 2007 and (ii) following the Effective Date, deliver to Agent
each of the financial statements, reports, certificates and other documents
required pursuant to Section 6.1(a) and the Borrowing Notice required
pursuant to Section 2.2(a) of the Loan Agreement within the time periods
and in compliance with the requirements of the Loan Agreement (as amended
by
this Amendment). It is agreed that (x) any such Default, Event of Default,
breach of representation and warranty, or failure to satisfy any condition
to
the making of any Loan, waived pursuant to the foregoing sentence shall
be
deemed not to have occurred and shall no longer be continuing for all purposes
of the Loan Agreement as of and following the Effective Date and (y) the
representation and warranty contained in Section 5.1(h) of the Loan Agreement
that is made or deemed made on and after the date hereof is hereby qualified
to
except any and all events, matters, conditions or effects publicly disclosed
by
the Parent on or prior to the Effective Date.
SECTION 3. Conditions
Precedent to the Effectiveness of this Amendment.
This
Amendment shall become effective as of the date hereof (the “Effective
Date”)
provided
that
each of the following conditions precedent shall have been satisfied on
or
before such date:
(a) Amendment.
Agent
has received counterparts of this Amendment executed by Borrowers and Agent
on
behalf of Lenders.
(b) Fees.
Borrower shall pay to Agent a fee in the amount of $225,000.00 on or before
the
Effective Date. The failure to pay such fee on or before the Effective
Date
shall be (x) an Event of Default and (y) shall render each of the
amendments and waivers set forth herein to be no longer of any force or
effect.
(c) Costs
and Expenses.
Borrowers shall pay all costs and expenses of Agent incurred in connection
herewith or otherwise due and owing as of the date hereof pursuant to
Section 9.4 of the Loan Agreement.
(d) Representations
and Warranties.
The
representations and warranties contained in Section 4 of this Amendment and
each of the Loan Documents shall be true and correct in all material respects
on
and as of the Effective Date, immediately prior (except to the extent waived)
and after giving effect to this Amendment, as though made on and as of
such date
(except for any such representation and warranty that by its terms refers
to a
specific date other than the date first above written, in which case it
shall be
true and correct in all material respects as of such earlier date).
(e) No
Default or Event of Default.
After
giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing or shall occur after giving effect to or result
from
this Amendment.
3
SECTION 4. Representations
and Warranties.
To
induce Agent and the Lenders to enter into this Amendment, each Borrower
hereby
represents and warrants to Agent and the Lenders:
(a) Representations
and Warranties.
The
representations and warranties contained in this Section 4 and in each of
the Loan Documents are true and correct in all material respects on and
as of
the Effective Date, immediately prior (except to the extent waived) and
after
giving effect to this Amendment, as though made on and as of such date
(except
for any such representation and warranty that by its terms refers to a
specific
date other than the date first above written, in which case it shall be
true and
correct in all material respects as of such earlier date).
(b) No
Default or Event of Default.
After
giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing or shall occur after giving effect to or result
from
this Amendment.
(c) Liens.
The
Lien of the Agent in the Collateral is a valid and perfected first priority
Lien, subject only to Permitted Liens (to the extent such Permitted Liens
are
accorded priority as a matter of law or pursuant to agreement by the Agent
and/or Lenders).
SECTION 5. Reference
to and Effect on the Loan Documents.
As of
the Effective Date, any reference in any Loan Document to the Existing
Loan
Agreement shall be to the Existing Loan Agreement, as amended hereby. The
execution, delivery and effectiveness of this Amendment shall not operate
as a
waiver of any right, power or remedy of Agent or any of the Lenders under
any of
the Loan Documents, nor constitute a waiver of any provision of any of
the Loan
Documents.
SECTION 6. Integration;
Amendment.
This
Amendment sets forth in full the terms of agreement between the parties
with
respect to the amendment described herein and is intended as the full,
complete
and exclusive agreement governing the relationship between the parties
with
respect to such amendment. This Amendment supersedes all discussions, promises,
representations, warranties, agreements and understandings between the
parties
with respect to the amendment described herein.
SECTION 7. No
Third Party Beneficiaries.
This
Amendment shall be binding upon and inure to the benefit of Borrowers,
Agent and
the Lenders and their respective successors and assigns. No Person other
than
the parties hereto shall have any rights hereunder or be entitled to rely
on
this Amendment, and all third-party beneficiary rights are hereby expressly
disclaimed.
SECTION 8. Execution
in Counterparts.
This
Amendment may be executed in any number of counterparts and by different
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. Delivery of an executed counterpart of a signature page
to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
4
SECTION 9. Governing
Law.
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York.
[remainder
of page intentionally left blank]
5
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by
their respective officers thereunto duly authorized, as of the date first
above
written.
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AGENT:
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▇▇▇▇▇▇▇
▇▇▇▇▇ MORTGAGE CAPITAL INC.
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By:
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/s/
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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Managing
Director
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LENDER:
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▇▇▇▇▇▇▇
▇▇▇▇▇ MORTGAGE LENDING, INC.
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By:
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/s/
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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Managing
Director
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BORROWERS:
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SUNTERRA
CORPORATION
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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▇
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▇▇▇▇
▇▇. ▇▇▇▇▇▇▇, ▇▇
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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CLUB
SUNTERRA, INC.
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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▇▇▇▇▇▇
ACQUISITION SUBSIDIARY, INC.
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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KABUSHIKI
GAISHA KEI, LLC
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By:
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Sunterra
Finance Holding Company, its Member
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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LAKE
TAHOE RESORT PARTNERS, LLC
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By:
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Sunterra
Developer and Sales Holding Company, a Delaware corporation
and its
member,
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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7
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MMG
DEVELOPMENT CORP.
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By:
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/s/
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▇. ▇▇▇▇▇▇
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Name:
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▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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RESORT
MARKETING INTERNATIONAL, INC.
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By:
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/s/
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▇. ▇▇▇▇▇▇
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Name:
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▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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RESORTS
DEVELOPMENT INTERNATIONAL, INC.
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By:
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/s/
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▇. ▇▇▇▇▇▇
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Name:
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▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
RESORT MANGEMENT, INC.
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By:
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/s/
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▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
DEVELOPER AND SALES HOLDING COMPANY
(f/k/a AVCOM International, Inc.)
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By:
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/s/
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▇. ▇▇▇▇▇▇
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Name:
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▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
FINANCIAL SERVICES, INC.
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By:
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/s/
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▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
PACIFIC, INC.
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By:
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/s/
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▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
TRAVEL, INC.
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By:
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/s/
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▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
FINANCE HOLDING COMPANY
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
CENTRALIZED SERVICES COMPANY
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
MANAGEMENT AND EXCHANGE HOLDING COMPANY
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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9
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CLUB
SUNTERRA DEVELOPMENT, LLC
(f/k/a Club Sunterra, LLC)
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By:
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Sunterra
Developer and Sales Holding Company, its Manager
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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INTERNATIONAL
TIMESHARES MARKETING, LLC
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By:
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Sunterra
Developer and Sales Holding Company, its Manager
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
DAYTONA DEVELOPMENT, LLC
(f/k/a Sunterra Bent Creek Golf Course Development,
LLC)
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By:
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Sunterra
Developer and Sales Holding Company, its Manager
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
HILTON HEAD DEVELOPMENT, LLC
(f/k/a Sunterra Bent Creek Village Development, LLC
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By:
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Sunterra
Developer and Sales Holding Company, its Manager
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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10
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SUNTERRA
COMMUNICATIONS, LLC
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By:
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Sunterra
Management and Exchange Holding Company, its Manager
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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SUNTERRA
▇▇▇▇▇ ▇▇▇▇▇ DEVELOPMENT, LLC
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By:
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Sunterra
Developer and Sales Holding Company, its Manager
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By:
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/s/
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title:
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Vice
President
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|
SUNTERRA
CYPRESS POINTE I DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
CYPRESS POINTE II DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
11
|
SUNTERRA
CYPRESS POINTE III DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
CLUB
SUNTERRA DEVELOPMENT HAWAII, LLC
(f/k/a Sunterra East Marketing, LLC)
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
FALL CREEK DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
GRAND BEACH I DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
12
|
SUNTERRA
GRAND BEACH II DEVELOPMENT, LLC
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
GREENSPRINGS DEVELOPMENT, LLC
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
EPIC MORTGAGE HOLDINGS, LLC
(f/k/a Sunterra KGK Partners Finance, LLC)
|
|||||||||
|
By:
|
Sunterra
Finance Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
MEXICO SHARE HOLDING, LLC (f/k/a
Kallof Place Development, LLC
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company., its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
13
|
SUNTERRA
LAKE TAHOE DEVELOPMENT, LLC
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
PALM SPRINGS DEVELOPMENT, LLC
(f/k/a Sunterra North Marketing, LLC)
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
POCO DIABLO DEVELOPMENT, LLC
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
SCOTTSDALE DEVELOPMENT, LLC
(f/k/a Sunterra Poipu GP Development, LLC)
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
14
|
SUNTERRA
LAS VEGAS DEVELOPMENT, LLC
(f/k/a Sunterra Polynesian Isles Development, LLC)
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
PORT ROYAL DEVELOPMENT, LLC
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
POWHATAN DEVELOPMENT, LLC
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
RESIDUAL ASSETS DEVELOPMENT, LLC
|
|||||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
15
|
SUNTERRA
RIDGE ON SEDONA DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
RIDGE POINTE DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
SAN ▇▇▇▇ BAY DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
SANTA FE DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
16
|
SUNTERRA
SEDONA SPRINGS DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
SEDONA SUMMIT DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
CITRUS SHARE HOLDING, LLC
(f/k/a Sunterra South Marketing, LLC)
|
|||||||
|
By:
|
Sunterra
Corporation, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
ST. CROIX DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
17
|
SUNTERRA
STEAMBOAT DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
TAHOE BEACH & SKI DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
VILLA MIRAGE DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
VILLAS OF SEDONA DEVELOPMENT, LLC
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
18
|
SUNTERRA
RESIDUAL ASSETS FINANCE, LLC
|
|||||||
|
By:
|
Sunterra
Finance Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
RESIDUAL ASSETS M&E, LLC
|
|||||||
|
By:
|
Sunterra
Management and Exchange Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
CLUB
SUNTERRA DEVELOPMENT CALIFORNIA, LLC
(f/k/a Sunterra Texas Development, LLC)
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President
|
||||||
|
SUNTERRA
MORTGAGE HOLDINGS, LLC
|
|||||||
|
By:
|
Sunterra
Finance Holding Company, its Manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Title:
|
Vice
President:
|
||||||
19
|
SUNTERRA
CENTRALIZED SERVICES GLOBAL, LLC
|
|||||||||
|
By:
|
Sunterra
Centralized Services Company
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President:
|
||||||||
|
SUNTERRA
CENTRALIZED SERVICES NEVADA, LLC
|
|||||||||
|
By:
|
Sunterra
Centralized Services Company
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
CENTRALIZED SERVICES USA, LLC
|
|||||||||
|
By:
|
Sunterra
Centralized Services Company
|
||||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Name:
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||||
|
Title:
|
Vice
President
|
||||||||
|
SUNTERRA
WEST MAUI DEVELOPMENT, LLC
(f/k/a Sunterra West Marketing, LLC)
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its manager
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Its:
|
Vice
President
|
||||||
20
|
RESORT
MANAGEMENT INTERNATIONAL,
INC.
|
|||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
||||||
|
Its:
|
Vice
President
|
||||||
|
WEST
MAUI RESORT PARTNERS, L.P.
|
|||||||
|
By:
|
Sunterra
Developer and Sales Holding Company, its General
Partner
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Its:
|
Vice
President
|
||||||
|
AKGI
POIPU INVESTMENTS, INC.
|
|||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
|
Its:
|
Vice
President
|
|||||
|
SECTION ▇▇.
|
▇▇▇▇▇
RESORT PARTNERS, LP
|
||||||
|
By:
|
AKGI
Poipu Investments, Inc.
|
||||||
|
Its:
|
Sole
general partner
|
||||||
|
By:
|
/s/
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||
|
▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
|||||||
|
Its:
|
Vice
President
|
||||||
21
Schedule
1.1(i)
PROFESSIONAL
FEES
As
Attached
|
Quarter
Ending
12/31/2005
|
|
Quarter
Ending
3/31/2006
|
|
Quarter
Ending
6/30/2006
|
|
Quarter
Ending
9/30/2006
|
|
Quarter
Ending
12/31/2006
|
|
Quarter
Ending
3/31/2007
|
|
Quarter
Ending
6/30/2007
|
|
Quarter
Ending
9/30/2007
|
|||||||||||
|
Investigation
and Restatement
|
$
|
-
|
$
|
-
|
$
|
5,692
|
$
|
6,723
|
$
|
2,362
|
$
|
2,918
|
$
|
590
|
$
|
550
|
|||||||||
Note:
The
above amounts are Sunterra management estimates. Due to the uncertain
nature of
such estimates, the actual fees may vary materially