EXHIBIT 10.1
SUNTERRA CORPORATION
AND CERTAIN OF ITS SUBSIDIARIES
-------------------------------------------
SECOND AMENDMENT TO
FINANCING AGREEMENT
-------------------------------------------
Dated As Of May 9, 2002
SECOND AMENDMENT TO
FINANCING AGREEMENT
This Second Amendment to Financing Agreement (this "Amendment") is entered
into as of this 9th day of May, 2002 by and among Sunterra Corporation, as a
debtor and a debtor-in-possession, a Maryland corporation (together with its
successors and assigns, the "Company"), and the subsidiaries of the Company
listed on the signature pages hereto, each as a debtor and a
debtor-in-possession (together with the Company, the "Borrowers") or a guarantor
(the "Guarantors"), the financial institutions from time to time party hereto
(individually a "Lender" and collectively, the "Lenders") and Greenwich Capital
Markets, Inc., a Delaware corporation, as agent for the Lenders (in such
capacity, the "Agent").
Recitals
WHEREAS, the Borrowers and the Agent, for itself and as a Lender, have
entered into that certain Financing Agreement, dated as of April 20, 2001 (as
amended by the First Amendment to Financing Agreement dated as of January 3,
2002 and in effect immediately prior to giving effect to the amendment provided
for by this Agreement, the "Existing Financing Agreement" and, as amended
pursuant to this Amendment and as may be further amended, restated or otherwise
modified from time to time, the "Amended Financing Agreement");
WHEREAS, pursuant to Section 10.02 of the Existing Financing Agreement, the
parties hereto desire to amend the Existing Financing Agreement as more
specifically set forth herein; and
WHEREAS, the Existing Financing Agreement shall remain in full force and
effect except as modified herein to effectuate the purposes of this Amendment.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each party hereto, the parties hereto
agree as follows:
1. INCORPORATION OF RECITALS.
The recitals set forth above are true, correct and accurate and are hereby
incorporated herein by this reference and made a part hereof.
2. DEFINED TERMS.
Initial capitalized terms used herein and not otherwise defined have the
meanings ascribed to such terms in the Existing Financing Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS.
Each Borrower represents and warrants to the Agent and the Lenders as
follows:
2
3.1 Organization and Existence.
Each Borrower (i) is a corporation, limited liability company or limited
partnership duly organized, validly existing and in good standing under the laws
of the state or jurisdiction of its organization, and (ii) subject to any
necessary authorization of the Bankruptcy Court, has all requisite corporate,
limited liability company or partnership, as the case may be, power and
authority to conduct its business as now conducted and as presently contemplated
and to make the borrowings under the Amended Financing Agreement, and to execute
and deliver this Amendment, and to consummate the transactions contemplated
thereby.
3.2 Amendment Authorized; Obligations Enforceable.
(a) Amendment is Legal and Authorized. The execution, delivery and
performance by each Borrower and Guarantor of this Amendment, upon entry of
the Bankruptcy Court Order approving this Amendment (the "Bankruptcy Court
Order"), have been duly authorized by all necessary action on the part of
the Borrowers and Guarantors.
(b) Borrowers Obligations are Enforceable. This Amendment has been
duly and validly executed and delivered by each Borrower and each of this
Amendment and the Amended Financing Agreement constitute legal, valid and
binding obligations of each Borrower and Guarantor enforceable in
accordance with the terms hereof or thereof.
3.3 No Conflicts.
The execution and delivery of this Amendment by each Borrower and
Guarantor, and fulfillment of and compliance with the terms and provisions of
the Amended Financing Agreement (i) do not and will not contravene its charter
or by-laws, its limited liability company or operating agreement or its
certificate of partnership or partnership agreement, as applicable, or any
applicable law or any contractual restriction binding on or otherwise affecting
it or any of its properties (other than conflicts, breaches and defaults the
enforcement of which is stayed by virtue of the filing of the Chapter 11 Cases),
(ii) do not and will not result in or require the creation of any Lien (other
than pursuant to any Loan Document) upon or with respect to any of its
properties, and (iii) do not and will not result in any suspension, revocation,
impairment, forfeiture or nonrenewal of any permit, license, authorization or
approval applicable to its operations or any of its properties.
3.4 Governmental Consent.
Except for the entry of the Bankruptcy Court Order and such filings as may
be required under the Exchange Act, no authorization or approval or other action
by, and no notice to or filing with, any Governmental Authority is required in
connection with the due execution and delivery of this Amendment or the
performance by each Borrower and Guarantor of its obligations under this
Amendment.
3
3.5 No Defaults.
No event has occurred and no condition exists that, upon the execution and
delivery of this Amendment and the effectiveness of the Amendment, would
constitute a material Default or an Event of Default that would not be remedied
by execution of this Amendment and approval thereof pursuant to the Bankruptcy
Court Order.
4. AMENDMENT.
4.1 Amendment to Existing Financing Agreement.
Subject to paragraph 4.2 below, the Existing Financing Agreement is hereby
amended as follows:
(a) A new definition is added to Section 1.01 as follows:
""Amendment No. 2" means the Second Amendment to Financing Agreement dated
---------------
as of May 9, 2002."
(b) A new definition is added to Section 1.01 as follows: ""Exit
----
Financing" means any secured financing in connection with the consummation
---------
of a plan of reorganization in the Chapter 11 Cases (other than secured
financing provided for in such plan for the benefit of certain existing
creditors of the Borrowers)."
(c) A new definition is added to Section 1.01 as follows:
""July Extension Conditions" means the following:
-------------------------
(i) a Comprehensive Plan of Reorganization shall have been
confirmed by the Bankruptcy Court;
(ii) the Borrowers shall have received a Bankruptcy Court approved
fully-executed written commitment from a party other than the
Agent to provide Exit Financing in an amount sufficient to
satisfy all Obligations (including repayment of the Loans) and
fully-fund the Comprehensive Plan of Reorganization, subject
only to standard closing conditions and not subject to due
diligence or any remaining rights of the Agent under Section
2.14 (other than any contingent rights pursuant to Section
2.14(c));
(iii) the Borrowers shall have delivered to the Agent a certificate,
in a form reasonably acceptable to the Agent, certifying that,
in the Borrowers' good faith judgment, the Exit Financing will
close by July 31, 2002 on the terms set forth in the applicable
Third Party Commitment (as defined in Section 2.14) without
material alteration;
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(iv) the Borrowers shall have provided to the Agent and the
Creditors Committee an initial draft of the Exit Financing
credit agreement (a "Third Party Credit Agreement"), the terms
----------------------------
of which must be consistent with the applicable Third Party
Commitment; and
(v) no material Default or Event of Default shall have occurred or
be continuing.
(d) Clause (ii) of the definition of "Final Maturity Date" in
Section 1.01 of the Existing Financing Agreement is hereby amended by
deleting "April 30, 2002" and replacing it with "(a) June 30, 2002, or (b)
if the July Extension Conditions are satisfied by June 30, 2002, July 31,
2002." In addition, the second sentence of the definition of "Final
Maturity Date" in Section 1.01 of the Existing Financing Agreement is
hereby deleted in its entirety.
(e) A new clause (iii) is added to Section 2.11(e) of the Existing
Financing Agreement as follows:
"(iii) On the Amendment No. 2 Effective Date (as defined in Amendment
No. 2), the Borrowers shall pay to the Agent a supplemental fee
of $1,500,000, and on the earlier of (a) June 30, 2002 and (b)
the date of closing of the Exit Financing, the Borrowers shall
pay to the Agent an additional supplemental fee of $1,500,000.
The supplemental fees shall be deemed earned as of the
Amendment No. 2 Effective Date, and this section shall survive
termination or expiration of this Agreement and repayment of
the Loans."
(f) A new Section 2.14 is added to the Existing Financing Agreement
as follows:
"SECTION 2.14 Exit Financing Matching. The Borrowers shall not pursue
-----------------------
or obtain Exit Financing from a party other than the Agent except in accordance
with this Section 2.14.
(a) If a party other than Agent has provided a commitment to
provide Exit Financing, subject only to documentation and standard closing
conditions (a "Third Party Commitment"), the Parent shall provide written notice
----------------------
thereof (a "Match Notice") to the Agent, together with a copy of the Third Party
------------
Commitment. At the request of the Agent, the Borrowers shall cooperate fully
with the Agent in good faith to determine the modifications to the Exit
Financing term sheet most recently delivered to the Borrowers by the Agent,
which would be necessary to make the proposal provided for in such term sheet
substantially as beneficial to the Borrowers as the Third Party Commitment
(without taking into account any lender protection or "break-up" payments to be
made to such Third Party in accordance with any applicable order of the
Bankruptcy Court relating to lender protection provisions). The Agent may elect
to provide the Exit Financing by delivering to the Parent by the date which is
five (5) Business Days after the Match Notice has been delivered to the Agent: a
term sheet
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setting forth the terms and conditions of the Agent's proposal, such terms and
conditions to be substantially as beneficial to the Borrowers as the Third Party
Commitment (without taking into account any lender protection or "break-up"
payments to be made to such Third Party in accordance with any applicable order
of the Bankruptcy Court relating to lender protection provisions) (a "Matching
--------
Offer"). The Agent shall seek credit approval ("Credit Approval") from The Royal
----- ---------------
Bank of Scotland Group Credit Risk as soon as reasonably practicable and in any
event such approval or rejection must be obtained within ten (10) Business Days
after the Borrowers accept the Matching Offer. If the Agent obtains Credit
Approval of the Matching Offer (following such Credit Approval, a "Committed
---------
Matching Offer") within such ten (10) Business Day period, then the Borrowers
--------------
shall accept the Committed Matching Offer and work diligently with the Agent to
close such Exit Financing as soon as reasonably practicable.
(b) If the Agent does not elect, within the time period
specified therefor in clause (a) above, to provide the Exit Financing on terms
substantially as beneficial to the Borrowers as the Third Party Commitment or,
notwithstanding any acceptance by the Borrowers of a Matching Offer, fails to
obtain Credit Approval of the Matching Offer within the ten (10) Business Day
period set forth in clause (a) above, then the Borrowers may close such Exit
Financing on the terms specified in the Third Party Commitment, prior to the
Final Maturity Date.
(c) If the Borrowers intend to accept Exit Financing on terms
that are materially less favorable to the Borrowers than those specified in the
Third Party Commitment accompanying the most recent Match Notice delivered to
the Agent, then such financing shall be deemed a new commitment, and the Parent
shall provide a new Match Notice to the Agent and comply with the provisions of
this Section 2.14 with respect to such commitment.
(d) If the Exit Financing is being provided by a party other
than the Agent, then (i) by June 30, 2002, the Borrowers shall provide to the
Agent an initial draft of the Third Party Credit Agreement, the terms of which
must be consistent with the applicable Third Party Commitment; and (ii) three
(3) Business Days prior to the execution of any Third Party Credit Agreement,
the Borrowers shall provide to the Agent the then current drafts of the Third
Party Credit Agreement and all material documents related thereto that are to be
executed by the Borrowers or any of their affiliates (collectively, the "Third
-----
Party Credit Documents"). Promptly following execution thereof, the Borrowers
----------------------
shall provide to the Agent copies of the final Third Party Credit Documents."
(e) Section 7.01(ff) to the Existing Financing Agreement is
hereby amended by deleting "January 31, 2002" and replacing it with
"May 31, 2002."
(f) Section 7.01(gg) is hereby deleted in its entirety.
(g) Section 7.02(r) of the Existing Financing Agreement is
hereby amended and restated in its entirety as follows:
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"(r) Professional Fees. (i) Pay any professional fees incurred in
connection with the Chapter 11 Cases during any three-month period ending as of
the last day of any month in an amount in excess of 125% of the amounts for such
months set forth on Schedule 7.02(r) under the heading "Professional Fees
Incurred" for such month or (ii) have outstanding any unpaid professional fees
incurred in connection with the Chapter 11 Cases as of the last day of any month
in an amount in excess of the amount set forth on Schedule 7.02(r) under the
heading "Professional Fees Outstanding" for such month."
(h) Schedule 1.01(E) is revised as set forth in Exhibit A
attached hereto and made a part hereof.
(i) Schedule 7.02(r) is added to the Existing Financing
Agreement as set forth in Exhibit B attached hereto and made a part
hereof.
4.2 Effectiveness of Amendment.
The amendment of the Existing Financing Agreement contemplated by paragraph
4.1 above, shall become effective only upon the satisfaction in full of the
following conditions precedent (which date shall be referred to as the
"Amendment No. 2 Effective Date"):
(a) the Borrowers and Agent shall have executed and delivered a
counterpart of this Amendment;
(b) the representations and warranties set forth in Section 3 above
shall be true and correct as of the Amendment No. 2 Effective Date; and
(c) the Bankruptcy Court Order shall have been entered.
5. MISCELLANEOUS.
5.1 Part of Existing Financing Agreement, Future References, etc.
Except as expressly amended by this Amendment, all terms, conditions and
covenants contained in the Existing Financing Agreement and the other Loan
Documents are hereby ratified and shall be and remain in full force and effect.
Any and all notices, requests, certificates and other instruments executed and
delivered after the execution and delivery of this Amendment may refer to the
Existing Financing Agreement without making specific reference to this
Amendment, but nevertheless all such references shall include this Amendment
unless the context otherwise requires.
5.2 Counterparts; Effectiveness.
This Amendment may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one instrument.
Delivery of
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an executed signature page by facsimile transmission shall be effective as
delivery of a manually signed counterpart of this Amendment.
5.3 Successors and Assigns.
This Amendment, the Existing Financing Agreement and the Loan Documents
shall be binding upon and inure to the benefit of the Borrowers and the other
Loan Parties and the Agent and each Lender and their respective successors and
assigns (including, except for the right to request Loans, any trustee
succeeding to the rights of the Borrowers pursuant to Chapter 11 of the
Bankruptcy Code or pursuant to any conversion to a case under Chapter 7 of the
Bankruptcy Code); provided, however, that each of the Borrowers and the other
Loan Parties may not assign or transfer any of their rights hereunder, or under
the Existing Financing Agreement and the Loan Documents, without the prior
written consent of each Lender and any such assignment without the Lenders'
prior written consent shall be null and void.
5.4 Resolution of Disputes.
Any disputes between the parties hereto relating to or arising from this
Amendment shall be resolved by the Bankruptcy Court.
5.5 Governing Law.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
IN STATE OF NEW YORK EXCEPT AS GOVERNED BY THE BANKRUPTCY CODE.
5.6 Release of Agent and Lender.
Except for the covenants and obligations of Agent and Lender under this
Amendment, the Existing Financing Agreement and the other Loan Documents, the
Borrowers and Guarantors, for themselves and their successors and assigns,
hereby unconditional waive and release Agent and Lender from any and all causes
of action, suits, damages, injuries, claims, liabilities and demands whatsoever,
which they may have against Agent and Lender, known or unknown, from the
beginning of the world to the date hereof, and, particularly, but not by way of
limitation, all lawsuits, damages, injuries, claims, demands and liabilities
arising out of or related to the Existing Financing Agreement, the Loan
Documents and this Amendment, including, but not limited to, their negotiation,
execution, enforcement and any other matters related thereto.
[Remainder of page intentionally left blank. Next page is signature page.]
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BORROWERS:
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SUNTERRA CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President and Chief Financial Officer
AKGI LAKE TAHOE INVESTMENTS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
AKGI ST. MAARTEN, N.V.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
ALL SEASONS PROPERTIES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
ALL SEASONS REALTY, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
ALL SEASONS RESORTS, INC. (AZ)
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
ALL SEASONS RESORTS, INC. (TX)
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
ARGOSY GRAND BEACH, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
ARGOSY HILTON HEAD, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
ARGOSY PARTNERS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
ARGOSY/KGI GRAND BEACH
INVESTMENT PARTNERSHIP
By: Argosy Grand Beach, Inc.,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
By: Argosy Partners, Inc.,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
By: KGI Grand Beach, Inc.,
its Managing General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
ARGOSY/KGI PORT ROYAL PARTNERS
By: Argosy Hilton Head, Inc.
its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
By: KGI Port Royal, Inc.,
its Managing General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
AVCOM INTERNATIONAL, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
DESIGN INTERNATIONALE-RMI, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
GRAND BEACH PARTNERS, LP
By: Argosy/KGI Grand Beach Investment
Partnership, its General Partner
By: Argosy Partners, Inc.,
its General partner
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
By: Argosy Grand Beach, Inc.,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
By: KGI Grand Beach Investments,
its Managing General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
GRAND BEACH RESORT, LIMITED PARTNERSHIP
By: Grand Beach Partners, LP,
its General Partner
By: Argosy/KGI Grand Beach
Investment Partnership, its
General Partner
By: KGI Grand Beach
Investments, Inc.,
its Managing General
Partner
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
Vice President
By: Argosy Partners, Inc.,
Its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
Vice President
By: Argosy Grand Beach, Inc.,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
Vice President
GREENSPRINGS ASSOCIATES
By: Plantation Resorts Group, Inc.,
its Joint Venturer
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
By: Greensprings Plantation Resorts, Inc.,
its Joint Venturer
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
GREENSPRINGS PLANTATION RESORTS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxx X. Xxxxx
Vice President
XXXXXX TAHOE DEVELOPMENT
By: Lakewood Development, Inc.,
its Managing General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
By: Ridgewood Development, Inc.,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
KGI GRAND BEACH INVESTMENTS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
KGI PORT ROYAL, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
KGK LAKE TAHOE DEVELOPMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Xxxxxxxx X. Xxxxx
Vice President
LAKE TAHOE RESORT PARTNERS, LLC
By: AKGI Lake Tahoe Investments, Inc.,
its Managing Member
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
By: KGK Lake Tahoe Development, Inc.,
its Member
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
LAKEWOOD DEVELOPMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
MMG DEVELOPMENT CORP.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
PLANTATION RESORTS GROUP, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
POINTE PARTNERS, LIMITED PARTNERSHIP
By: Xxxxxx Tahoe Developments,
its Managing General Partner
By: Lakewood Development, Inc.,
its Managing General Partner
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
Vice President
By: Ridgewood Development, Inc.,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
Vice President
PORT ROYAL RESORT LP
By: Argosy/KGI Port Royal Partners,
its General Partner
By: KGI Port Royal, Inc.,
its Managing General Partner
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
Vice President
By: Argosy Hilton Head, Inc.
its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
Vice President
POWHATAN ASSOCIATES
By: Plantation Resorts Group, Inc.,
its Joint Venturer
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
By: Williamsburg Vacations, Inc.,
its Joint Venturer
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
PREMIER VACATIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
RESORT CONNECTIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
RESORT MARKETING INTERNATIONAL, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
RESORTS DEVELOPMENT
INTERNATIONAL, INC.
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------
Xxxxxxxx X. Xxxxx
Vice President
RIDGE POINTE LIMITED PARTNERSHIP
By: Pointe Partners, Limited Partnership,
its Managing General Partner
By: Xxxxxx Tahoe Developments,
its Managing General Partner
By: Lakewood Development, Inc.,
its Managing General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
Vice President
By: Ridgewood Development, Inc.,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Xxxxxxxx X. Xxxxx
Vice President
RIDGEWOOD DEVELOPMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
RKG, CORP.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
SUNTERRA FINANCIAL SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
SUNTERRA ST. CROIX, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
WILLIAMSBURG VACATIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
GUARANTORS:
-----------
CLUB SUNTERRA, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
Vice President
INTERNATIONAL TIMESHARES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
SUNTERRA TRAVEL, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
SUNTERRA COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
KABUSHIKI GAISHA KEI LLC
By: KGK INVESTORS, INC,
Its: Member
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Xxxxxxxx X. Xxxxx
Its: Vice President
By: KGK PARTNERS, INC.,
Its Member
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Xxxxxxxx X. Xxxxx
Its: Vice President
MARC HOTEL AND RESORTS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
RPM MANAGEMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
SUNTERRA PACIFIC, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
XXXXXX ACQUISITION SUBSIDIARY, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
S.V.L.H., INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
AGENT AND LENDER:
-----------------
GREENWICH CAPITAL MARKETS, INC.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
-----------------------------
Title: Managing Director
-----------------------------
Exhibit A
Revised Schedule 1.01(E) - Lender's and Lenders' Committments
Revolver:
The Total Revolving Credit Commitment is $75,000,000.
Exhibit B
Schedule 7.02(r) - Professional Fees
---------------------------------------------------------------------------------------------------------------
Month Professional Fees Paid Professional Fees Outstanding
----- ---------------------- -----------------------------
(excluding previously incurred holdback amounts)
---------------------------------------------------------------------------------------------------------------
February 2002 $2,272,002 n/a
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March 2002 $ 164,484 n/a
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April 2002 $2,497,365 $10,241,830
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May 2002 $4,377,383 $ 9,764,760
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June 2002 $3,822,439 $ 8,564,423
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July 2002 $2,457,348 $ 8,113,623
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August 2002 $2,682,118 $ 8,230,598
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