0001193125-04-042362 Sample Contracts

EXECUTION AMENDMENT NO. 2 TO LOAN AGREEMENT
Loan Agreement • March 15th, 2004 • Sunterra Corp • Real estate dealers (for their own account) • New York

AMENDMENT NO. 2, dated as of February 13, 2004 (this “Amendment”), to that certain Loan Agreement, dated as of July 29,2002, as amended by Amendment No. 1, dated as of December 20, 2002 (as amended by Amendment No. 1, the “Existing Loan Agreement”), among Sunterra Corporation, a Maryland corporation (“Parent”), Borrowers (as defined therein), the Lenders (as defined therein), and Merrill Lynch Mortgage Capital Inc., as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).

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EXECUTION AMENDMENT NO. 1 TO WARRANT AGREEMENT
Warrant Agreement • March 15th, 2004 • Sunterra Corp • Real estate dealers (for their own account) • Maryland

AMENDMENT NO. 1, dated as of February 13, 2004 (this “Amendment”), to that certain Warrant Agreement, dated as of July 29, 2002 (the “Warrant Agreement”), by and between Sunterra Corporation, a Maryland corporation (the “Company”), and Merrill Lynch Mortgage Capital Inc., a Delaware Corporation, the administrative agent and collateral agent (in such capacity, “Agent”) for the Lenders under that certain Loan Agreement (the “Loan Agreement”), dated as of July 29, 2002, as amended by Amendment No. 1, dated as of December 20, 2002, among the Company, Borrowers (as defined therein), the Lenders (as defined therein) and the Agent.

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