0000930661-97-000041 Sample Contracts

RECITALS --------
Indemnification Agreement • January 7th, 1997 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places • Delaware
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RECITALS
Compliance Agreement • January 7th, 1997 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places • Texas
RECITALS
Grantor Trust Agreement • January 7th, 1997 • Thousand Trails Inc /De/ • Hotels, rooming houses, camps & other lodging places • Nevada
EXHIBIT 10.5 AMENDED AND RESTATED REVOLVING CREDIT NOTE ------------------------------------------
Thousand Trails Inc /De/ • January 7th, 1997 • 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.

EXHIBIT 10.6 AMENDED AND RESTATED TERM LOAN NOTE -----------------------------------
Thousand Trails Inc /De/ • January 7th, 1997 • 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.

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