EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 29th day of October 2009, between Secure America Acquisition Corporation (the “Company”) and James M. Tousignant (“Executive”).
AMENDED AND RESTATED OPERATING AGREEMENT OF ULTIMATE ESCAPES HOLDINGS, LLC Dated as of October 29, 2009Operating Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Delaware
This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of Ultimate Escapes Holdings, LLC (the “Company”), dated as of October 29, 2009, is entered into by and among the Members listed on the signature pages hereof, Michael C. Doyle, as the Independent Manager (as said term is defined hereinbelow), and James Tousignant and Philip Callaghan, as the Springing Members (as said term is defined hereinbelow). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Delaware
This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of October 29, 2009, by and among Secure America Acquisition Corporation, a Delaware corporation (the “ Company ”), and the investors listed on Schedule A hereto (the “ Investors ”).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels
This Amendment No. 1 to the Warrant Agreement, dated as of October 29, 2009 (this “ Amendment ”), is entered into by and between Secure America Acquisition Corporation, a Delaware corporation, with offices at 1005 North Glebe Road, Suite 550, Arlington, VA 22201 (the “ Company ”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “ Warrant Agent ”).
CONSOLIDATED AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Maryland
THIS FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Agreement”), is made as of October 29, 2009, by each of the entities listed on Schedule A attached hereto (individually and collectively the “Borrowers”) in favor of CapitalSource Finance LLC, as administrative, payment and collateral agent for the benefit of itself and the other Lenders (as hereinafter defined) (in such capacities, “Agent”), CapitalSource Bahamas LLC, a Delaware limited liability company, as collateral agent for the benefit of itself, Agent and the other Lenders (as hereinafter defined) (in such capacity, “Bahamian Collateral Agent”), and the other Lenders (as hereinafter defined) in respect of, and pursuant to, the terms of that certain Consolidated Amended and Restated Loan and Security Agreement, dated as of September 15, 2009, among each Borrower, Agent, Bahamian Collateral Agent and the lenders party thereto (individually and collectively, “Lenders”), a
ASSIGNMENT AND ASSUMPTION OF LOANAssignment and Assumption of Loan • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels
This Assignment and Assumption of Loan (this “Assignment”) is dated as of the 29th day of October, 2009 (the “Effective Date”), by JDI ULTIMATE, L.L.C., a Delaware limited liability company, having an address at 852 N. Elston Avenue, Chicago, Illinois 60622 (“Assignor”), for the benefit of ULTIMATE RESORT HOLDINGS, LLC, a Delaware limited liability company, having an address at 3501 W. Vine Street, Suite 225, Kissimmee, Florida 34741 (“Assignee”).
THIRD AMENDED AND RESTATED CONTRIBUTION AGREEMENTContribution Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Delaware
THIS THIRD AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is made as of July 21, 2009 (“Effective Date”) by and among Private Escapes Holdings, LLC, a Delaware limited liability company (as assignee in interest to Private Escapes Premiere, LLC, a Colorado limited liability company, “PE”) on behalf of itself and certain of its affiliates (such affiliates being sometimes referred to hereinafter as “PE Affiliates” and being listed in SCHEDULE ONE attached hereto), and Ultimate Escapes Holdings, LLC, a Delaware limited liability company (hereinafter referred to as “Holdings”) on behalf of itself and all of its affiliates (such affiliates being sometimes referred to as “Holdings Affiliates” and being listed in SCHEDULE TWO attached hereto). Throughout this Agreement, PE, Holdings and/or URH are sometimes referred to as a “Party,” and collectively referred to as the “Parties.” The Holdings Affiliates and PE Affiliates are collectively referred to as “Affiliates.”
VOTING AGREEMENTVoting Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Delaware
This Voting Agreement (this “ Agreement ”), dated as of October 29, 2009, is entered into by and among Secure America Acquisition Holdings, LLC (“ SAAH ”), S. Kent Rockwell, Asa Hutchinson, Philip A. McNeill, Brian C. Griffin and Mark A. Frantz (collectively, with SAAH, the “ SAAC Founders ”), Ultimate Resort Holdings, LLC, a Delaware limited liability company ( “URH” ) and Private Escapes Holdings, LLC, a Delaware limited liability company (“ Private Escapes ,” and together with URH, the “ Members ”).
INDEMNIFICATION AND ESCROW AGREEMENTIndemnification and Escrow Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • New York
THIS INDEMNIFICATION AND ESCROW AGREEMENT (“ Agreement ”) is made and entered into as of October 29, 2009, by and among Secure America Acquisition Corporation, a Delaware corporation (“ Secure ”), Ultimate Escapes Holdings, LLC, a Delaware limited liability company (the “ Company ”), James Tousignant, an individual residing in Orlando, Florida, in his capacity as a representative for the Initial Members (as defined below) of the Company (the “ Member Representative ”), and SunTrust Banks, a Georgia corporation (hereinafter referred to as the “ Escrow Agent ”).
LEASE AGREEMENTLease Agreement • November 4th, 2009 • Secure America Acquisition CORP • Hotels & motels • Florida
THIS LEASE AGREEMENT is made and entered into on November 1, 2005 or upon the date of full completion, by and between LA MIRADA PLAZA, LLC., a Florida Limited Liability Company with its principal office at 3501 West Vine Street, Suite 335, Kissimmee, Florida 34741 (" Landlord "), and Ultimate Resort, LLC, with its principal office at 3501 West Vine Street, Suite 225, Kissimmee, Florida 34741 (“Tenant ").
