REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2004 • Sunterra Corp • Real estate dealers (for their own account) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2004 between Sunterra Corporation, a Maryland corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CRT Capital Group LLC (the “Initial Purchasers”), pursuant to the Purchase Agreement, dated March 23, 2004 (the “Purchase Agreement”), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
PLEDGE AGREEMENTPledge Agreement • May 11th, 2004 • Sunterra Corp • Real estate dealers (for their own account) • New York
This PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2004 by and among SUNTERRA CORPORATION, a Maryland corporation (the “Grantor”), having its principal executive offices at 3865 West Cheyenne Avenue, North Las Vegas, Nevada 89032 and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), having an office at MAC N9303-120, Sixth Street and Marquette Avenue, Minneapolis, MN 55479, (i) in its capacity as trustee (the “Trustee”) for the holders (the “Holders”) of the Notes (as hereinafter defined) issued by the Grantor under the Indenture referred to below and (ii) in its individual capacity, as securities intermediary (in such capacity, the “Pledged Securities Intermediary”) at its office in Minneapolis c/o: Wells Fargo Bank, N.A., MAC N9303-120, Sixth Street and Marquette Avenue, Minneapolis, MN 55479 (the “Account Office”) with respect to the Pledge Account (as hereinafter defined). Capitalized terms used herein and not otherwise defined herein shall have
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2004 • Sunterra Corp • Real estate dealers (for their own account) • Nevada
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of this 24 day of January 2003, and is made between Sunterra Corporation, a Maryland corporation (the “Company”), and Frederick C. Bauman (the “Executive”).
SERVICE AGREEMENTService Agreement • May 11th, 2004 • Sunterra Corp • Real estate dealers (for their own account) • England
