Thousand Trails Inc /De/ Sample Contracts

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RECITALS --------
Indemnification Agreement • January 7th, 1997 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places • Delaware
R E C I T A L S
Loan and Security Agreement • September 25th, 1998 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places
EXHIBIT 10.5 AMENDED AND RESTATED REVOLVING CREDIT NOTE ------------------------------------------
Revolving Credit Note • January 7th, 1997 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places

This Revolving Credit Note renews, restates and extends, and does not extinguish, indebtedness in the amount of $18,241,711.98 representing the entire unpaid principal balance under the Revolving Credit Note dated November 10, 1994 (the "1994 Credit Note"), made by Borrower in favor of Lender in the original principal amount of $40,000,000.

ADOPTION AGREEMENT FOR CPI QUALIFIED PLAN CONSULTANTS, INC. PROTOTYPE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Adoption Agreement • September 25th, 1998 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places
EXHIBIT 3
Voting Agreement • May 1st, 2003 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places • Delaware
ARTICLE ONE
First Supplemental Indenture • November 27th, 1996 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places
AMENDMENT LETTER
Loan Agreement • May 13th, 2002 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • May 1st, 2003 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places • Delaware
EXHIBIT 10.6 AMENDED AND RESTATED TERM LOAN NOTE -----------------------------------
Term Loan Note • January 7th, 1997 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places

This Term Loan Note shall constitute the Term Loan Note referred to in, and is entitled to the benefits of and subject to the obligations provided in, the Credit Agreement dated as of December 31, 1991 (as amended, the "Credit Agreement") between Borrower and Lender, and all liens, assignments and security interests in connection therewith.

R E C I T A L S
Loan and Security Agreement • February 14th, 2000 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THOUSAND TRAILS, INC.
Loan and Security Agreement • May 14th, 1998 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places
R E C I T A L S ---------------
Loan and Security Agreement • July 8th, 1997 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places
2. REPRESENTATIONS AND WARRANTIES. The Selling Security Holder ------------------------------ represents and warrants to the Company as follows:
Compliance Agreement • March 4th, 1997 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places • Texas
1 EXHIBIT 10.1
Employment Agreement • February 12th, 1999 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places
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RECITALS --------
Assumption of Obligations • November 27th, 1996 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places
RECITALS
Indemnification Agreement • September 30th, 2002 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places • Delaware
AMENDMENT LETTER
Loan Agreement • May 15th, 2003 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places

RE: Second Amendment (“Amendment”) to the Loan Agreement dated July 1, 2001 (all prior Amendments, Letter Agreements, this Amendment and the Loan Agreement together called the “Agreement”).

EXHIBIT 99.2 To the Holders of the 1991/1992 Stock Purchase Warrants of Thousand Trails, Inc. Re: Supplement to the Compliance Agreements between Thousand Trails, Inc. (the "Company") and the Selling Security Holders Party Thereto ("Compliance...
Compliance Agreement Supplement • March 4th, 1997 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places

Re: Supplement to the Compliance Agreements between Thousand Trails, Inc. (the "Company") and the Selling Security Holders Party Thereto ("Compliance Agreements") for Proposed Secondary Offerings of the Company's Common Stock Issuable Upon the Exercise of the Company's Stock Purchase Warrants (the "Common Stock")

Re: Stock Option Agreement
Stock Option Agreement • May 15th, 2003 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places

The undersigned holder of options to purchase shares of Thousand Trails, Inc. (the “Company”) hereby agrees that effective upon consummation of the merger of the Company with any other person approved by the directors and the stockholders of the Company in which the holders of common stock will receive cash, any and all options that I hold to purchase shares of common stock of the Company granted pursuant to the Company’s 1991 Employee Stock Incentive Plan, 1993 Stock Option and Restricted Stock Purchase Plan, 1993 Director Stock Option Plan, 1999 Stock Option and Restricted Stock Purchase Plan, 2001 Stock Option and Restricted Stock Purchase Plan and the Stock Option Agreement dated as of August 1, 1996 between the Company and William J. Shaw shall be automatically settled and I will be entitled to receive an amount in cash (if any, and less applicable withholding taxes) equal to the product of (i) the excess, if any, of the per share cash consideration in such merger in respect to a

RECITALS
Indemnification Agreement • November 12th, 1999 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places • Delaware
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