THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF DIAMOND RESORTS PARENT, LLC A NEVADA LIMITED LIABILITY COMPANYOperating Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • Nevada
THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT is made as of the 18th day of February, 2011, by and between DRP Holdco, LLC, a Delaware limited liability company (“Guggenheim”), Cloobeck Diamond Parent, LLC, a Nevada limited liability company (“CDP”), Soros Strategic Partners LP, a Delaware limited partnership (“Soros”), and each of the Persons identified as a New Purchaser on the signature pages hereto (each, a “New Purchaser,” and collectively, the “New Purchasers”).
TERMS OF ENGAGEMENT AGREEMENT FOR INDIVIDUAL INDEPENDENT CONTRACTORTerms of Engagement Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • Nevada
This Terms Of Engagement Agreement For Individual Independent Contractor (this “Agreement”) is made and entered into this ___ day of June 2009 (the “Execution Date”), by and between Diamond Resorts Centralized Services USA, LLC (the “Company”) and Praesumo Partners, LLC (“Independent Contractor”), and supersedes any and all previous oral and/or written agreements between the parties. Capitalized terms shall have those defined meaning as set forth immediately in parenthesis by the phrase defined, or as set forth in the definition section herein.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is dated as of June 17, 2010 by and among Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”), Soros Strategic Partners LP, a Delaware limited partnership (“Soros”), DRP Holdco, LLC, a Delaware limited liability company (“Guggenheim”), and Cloobeck Diamond Parent, LLC, a Nevada limited liability company (“CDP”).
DIAMOND RESORTS ISSUER 2008 LLC, as Issuer DIAMOND RESORTS FINANCIAL SERVICES, INC., as Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee, Custodian and Back-Up Servicer and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Agent THIRD...Indenture • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
This THIRD AMENDED AND RESTATED INDENTURE (this “Indenture”), dated as of August 31, 2010, is among Diamond Resorts Issuer 2008 LLC, a Delaware limited liability company, as issuer (the “Issuer”), Diamond Resorts Financial Services, Inc. (“DFS”), a Nevada corporation, as servicer (the “Servicer”), Wells Fargo Bank, National Association, a national banking association, as trustee (the “Indenture Trustee”), as custodian (the “Custodian”) and as back-up servicer (the “Back-Up Servicer”) and Credit Suisse AG, Cayman Islands Branch, as agent of the Purchasers pursuant to the Note Funding Agreement (the “Agent”) and hereby amends and restates in its entirety that certain second amended and restated indenture, dated as of July 16, 2010 (the “Second A/R Indenture”), among the parties thereto, which amended and restated in its entirety that certain amended and restated indenture, dated as of March 27, 2009 (the “Amended and Restated Indenture”), among the parties thereto, which amended and rest
RECEIVABLES LOAN AND SECURITY AGREEMENT $11,869,930 Receivables Loan provided by TEXTRON FINANCIAL CORPORATION to ILX ACQUISITION, INC. As of August 31, 2010Receivables Loan and Security Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • Rhode Island
THIS RECEIVABLES LOAN AND SECURITY AGREEMENT (“Agreement”) is dated as of the 31st day of August, 2010, and is entered into by and between ILX ACQUISITION, INC., a Delaware corporation (“Borrower”), located at 10600 West Charleston Boulevard, Las Vegas, Nevada 89135 and TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Lender”), located at 45 Glastonbury Boulevard, Glastonbury, Connecticut 06033, under the following facts:
SECOND AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
This SECOND AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2010, is by and among DIAMOND RESORTS FINANCE HOLDING COMPANY, a Delaware corporation (the “Seller”), and DIAMOND RESORTS DEPOSITOR 2008 LLC, a Delaware limited liability company (the “Depositor”), and their respective permitted successors and assigns, and hereby amends and restates in its entirety that certain amended and restated purchase agreement, dated as of July 16, 2010 (the “A/R Purchase Agreement”), among the parties thereto, which amended and restated in its entirety that certain purchase agreement, dated as of November 3, 2008 (the “Original Purchase Agreement”), among the parties thereto.
SECURITIES PURCHASE AGREEMENT by and between DIAMOND RESORTS PARENT, LLC and DRP HOLDCO, LLC Dated as of June 17,2010Securities Purchase Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 17, 2010, is entered into by and between DRP Holdco, LLC, a Delaware limited liability company (“Guggenheim” or the “Purchaser”), and Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article VIII below.
SECOND AMENDED AND RESTATED SALE AGREEMENTSale Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
This policy establishes guidelines for Credit Underwriting. Any changes to this policy must be approved by the Chief Financial Officer.
LEASE BY AND BETWEEN H/MX HEALTH MANAGEMENT SOLUTIONS, INC., a Delaware corporation AS “LANDLORD” and DIAMOND RESORTS CORPORATION, d/b/a DIAMOND RESORTS INTERNATIONAL, a Maryland corporation AS “TENANT” DATED AS OF JANUARY 16, 2008 WEST CHARLESTON...Lease • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • Nevada
This Office Building Lease Agreement (“Lease”) is made between the Landlord and Tenant hereinafter identified in Sections 1.2 and 1.3 hereof, respectively, and constitutes a lease between the parties of the “Premises” as identified in Section 1.5 hereof on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth by basic lease provisions.
PURCHASE AGREEMENTPurchase Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
SECURITIES PURCHASE AGREEMENT by and between DIAMOND RESORTS PARENT, LLC and THE PURCHASERS NAMED HEREIN Dated as of February 18, 2011Securities Purchase Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 18, 2011, is entered into by and among the entities identified on the signature pages hereto as “Purchasers” (each, a “Purchaser,” and collectively, the “Purchasers”), and Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Article VIII below.
DIAMOND RESORTS OWNER TRUST 2009-1, as Issuer DIAMOND RESORTS FINANCIAL SERVICES, INC. as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and Back-Up ServicerIndenture • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
This INDENTURE, dated as of October 1, 2009, is among DIAMOND RESORTS OWNER TRUST 2009-1, a statutory trust organized under the laws of the State of Delaware, as issuer (the “Issuer”), Diamond Resorts Financial Services, Inc. (“DRFS”), a Nevada corporation, as servicer (the “Servicer”) and Wells Fargo Bank, National Association, a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”) and as back-up servicer (in such capacity, the “Back-Up Servicer”).
INVENTORY LOAN AND SECURITY AGREEMENT $23,000,000 Loan provided by TEXTRON FINANCIAL CORPORATION to ILX ACQUISITION, INC. As of August 31, 2010Loan and Security Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • Rhode Island
THIS INVENTORY LOAN AND SECURITY AGREEMENT (“Agreement”) is dated as of the 31st day of August, 2010, and is entered into by and between ILX ACQUISITION, INC., a Delaware corporation (“Borrower”), located at 10600 West Charleston Boulevard, Las Vegas, Nevada 89135 and TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Lender”), located at 45 Glastonbury Boulevard, Glastonbury, Connecticut 06033, under the following facts:
TERMS OF ADDITIONAL ENGAGEMENT AGREEMENT FOR INDIVIDUAL INDEPENDENT CONTRACTORTerms of Additional Engagement Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • Nevada
This Terms Of Additional Engagement Agreement For Individual Independent Contractor (this “Agreement”) is made and entered into as of January 1, 2011 (the “Execution Date”), by and between Diamond Resorts Centralized Services Company (the “Company”) and Praesumo Partners, LLC (“Independent Contractor”). Capitalized terms shall have those defined meanings as set forth immediately in parenthesis by the phrase defined, or as set forth in the definition section herein.
LOAN SALE AND SERVICING AGREEMENT by and among DRI QUORUM 2010 LLC, A Delaware limited liability company, as Seller, QUORUM FEDERAL CREDIT UNION, a federally chartered credit union, as Buyer, DIAMOND RESORTS FINANCIAL SERVICES, INC., a Nevada...Loan Sale and Servicing Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
This LOAN SALE AND SERVICING AGREEMENT (this “Agreement”), dated as of April 30, 2010 (the “Closing Date”), is by and among DRI QUORUM 2010 LLC, a Delaware limited liability company (the “Seller”), QUORUM FEDERAL CREDIT UNION, a federally chartered credit union (the “Buyer”) and their respective permitted successors and assigns, DIAMOND RESORTS FINANCIAL SERVICES, INC., a Nevada corporation, as servicer (“DFS” or the “Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as back-up servicer (the “Back-Up Servicer”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
THIRD AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • Nevada
This THIRD AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT is dated as of February 18, 2011 by and among Diamond Resorts Parent, LLC, a Nevada limited liability company (the “Company”), Soros Strategic Partners LP, a Delaware limited partnership (“Soros”), DRP Holdco, LLC, a Delaware limited liability company (“Guggenheim”), each person identified as a “New Purchaser” on the signature pages hereto (each, a “New Purchaser,” and collectively, the “New Purchasers”) and Cloobeck Diamond Parent, LLC, a Nevada limited liability company (“CDP”).
PLEDGE AGREEMENTPledge Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
THIS PLEDGE AGREEMENT (the “Pledge Agreement”), dated as of November 23, 2010, is entered into by and between Tempus Holdings, LLC (the “Pledgor”), and Guggenheim Corporate Funding, LLC as Administrative Agent (the “Agent”) for itself and for the “Lenders” under and as defined in the below described Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in such Credit Agreement.
GUARANTYGuaranty • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
This GUARANTY dated as of November 23, 2010 is made by the undersigned, Diamond Resorts Corporation, a Maryland corporation (the “Guarantor”) in favor of Guggenheim Corporate Funding, LLC, as Administrative Agent for the Lenders that are party to that certain Credit and Security Agreement dated as of November 23, 2010 (as such agreement may be amended, restated or otherwise modified from time to time, the “Credit Agreement”) by and among Tempus Acquisition, LLC, a Delaware limited liability company, (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and Guggenheim Corporate Funding, LLC, as Administrative Agent pursuant to which the Administrative Agent on behalf of the Lenders has made or may make loans to the Borrower (the “Facilities” and any writing evidencing, supporting or securing a Facility, including but not limited to the Credit Agreement and this Guaranty, as such writing may be amended, restated or otherwise modified from time to time, a “Facility
CREDIT AND SECURITY AGREEMENT by and among TEMPUS ACQUISITION, LLC, as Borrower and THE LENDERS FROM TIME TO TIME PARTY HERETO as the Lenders, and GUGGENHEIM CORPORATE FUNDING, LLC, as the Administrative Agent Dated as of November 23, 2010Credit and Security Agreement • May 2nd, 2011 • Diamond Resorts Parent, LLC • Real estate agents & managers (for others) • New York
THIS CREDIT AND SECURITY AGREEMENT (the “Agreement”) dated as of November 23, 2010 is entered into by and among TEMPUS ACQUISITION, LLC, a Delaware limited liability company (the “Borrower”), the financial institutions party hereto as Lenders (the “Lenders”) and Guggenheim Corporate Funding, LLC, as administrative agent (the “Agent”).
