<PAGE>

                                 EXHIBIT 10.1


                             SUNTERRA CORPORATION

                        AND CERTAIN OF ITS SUBSIDIARIES


                   _________________________________________

                               FIRST AMENDMENT TO

                              FINANCING AGREEMENT

                   _________________________________________


                          Dated As Of January 3, 2002
<PAGE>

                              FIRST AMENDMENT TO
                              FINANCING AGREEMENT

     This First Amendment to Financing Agreement (this "Amendment") is entered
into as of this 3rd day of January, 2002 by and among Sunterra Corporation, as a
debtor and a debtor-in-possession, a Maryland corporation (together with its
successors and assigns, the "Company"), and the subsidiaries of the Company
listed on the signature pages hereto, each as a debtor and a debtor-in-
possession (together with the Company, the "Borrowers") or a guarantor (the
"Guarantors"), the financial institutions from time to time party hereto
(individually a "Lender" and collectively, the "Lenders") and Greenwich Capital
Markets, Inc., a Delaware corporation, as agent for the Lenders (in such
capacity, the "Agent").

                                   Recitals

     Whereas, the Borrowers, the Agent, for itself and as a Lender, have entered
into that certain Financing Agreement, dated as of April 20, 2001 (as in effect
immediately prior to giving effect to the amendment provided for by this
Agreement, the "Existing Financing Agreement" and, as amended pursuant to this
Amendment and as may be further amended, restated or otherwise modified from
time to time, the "Amended Financing Agreement");

     Whereas, pursuant to Section 10.02 of the Existing Financing Agreement, the
parties hereto desire to amend the Existing Financing Agreement as more
specifically set forth herein; and

     Whereas, the Existing Financing Agreement shall remain in full force and
effect except as modified herein to effectuate the purposes of this Amendment.

     Now, Therefore, in consideration of the mutual benefits and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by each party hereto, the parties hereto
agree as follows:

1.   INCORPORATION OF RECITALS.

     The recitals set forth above are true, correct and accurate and are hereby
incorporated herein by this reference and made a part hereof.

2.   DEFINED TERMS.

     Initial capitalized terms used herein and not otherwise defined have the
meanings ascribed to such terms in the Existing  Financing Agreement.

3.   REPRESENTATIONS AND WARRANTIES OF THE BORROWERS.

     Each Borrower represents and warrants to the Agent and the Lenders as
follows:
<PAGE>

     3.1  Organization and Existence.

     Each Borrower (i) is a corporation, limited liability company or limited
partnership duly organized, validly existing and in good standing under the laws
of the state or jurisdiction of its organization, and (ii) subject to any
necessary authorization of the Bankruptcy Court, has all requisite corporate,
limited liability company or partnership, as the case may be, power and
authority to conduct its business as now conducted and as presently contemplated
and to make the borrowings under the Amended Financing Agreement, and to execute
and deliver this Amendment, and to consummate the transactions contemplated
thereby.

     3.2  Amendment Authorized; Obligations Enforceable.

          (a)  Amendment is Legal and Authorized. The execution, delivery and
     performance by each Borrower and Guarantor of this Amendment, upon entry of
     the Bankruptcy Court Order approving this Amendment (the "Bankruptcy Court
     Order") (and in the case of the transactions provided for in Sections
     4.1(l)(ii) and 5.1 hereof, any further necessary authorization of the
     Bankruptcy Court) have been duly authorized by all necessary action on the
     part of the Borrowers and Guarantors.

          (b)  Borrowers Obligations are Enforceable. This Amendment has been
     duly and validly executed and delivered by each Borrower and each of this
     Amendment and the Amended Financing Agreement constitute legal, valid and
     binding obligations of each Borrower and Guarantor enforceable in
     accordance with the terms hereof or thereof.

     3.3  No Conflicts.

     The execution and delivery of this Amendment by each Borrower and
Guarantor, and fulfillment of and compliance with the terms and provisions of
the Amended Financing Agreement (i) do not and will not contravene its charter
or by-laws, its limited liability company or operating agreement or its
certificate of partnership or partnership agreement, as applicable, or any
applicable law or any contractual restriction binding on or otherwise affecting
it or any of its properties (other than conflicts, breaches and defaults the
enforcement of which is stayed by virtue of the filing of the Chapter 11 Cases),
(ii) do not and will not result in or require the creation of any Lien (other
than pursuant to any Loan Document) upon or with respect to any of its
properties, and (iii) do not and will not result in any suspension, revocation,
impairment, forfeiture or nonrenewal of any permit, license, authorization or
approval applicable to its operations or any of its properties.

     3.4  Governmental Consent.

     Except for the entry of the Bankruptcy Court Order (and in the case of the
transactions provided for in Sections 4.1(l)(ii) and 5.1 hereof, any further
necessary authorization of the Bankruptcy Court) and such filings as may be
required under the Exchange Act, no authorization or approval or other action
by, and no notice to or filing

                                       3
<PAGE>

with, any Governmental Authority is required in connection with the due
execution and delivery of this Amendment or the performance by each Borrower and
Guarantor of its obligations under this Amendment.

     3.5  No Defaults.

     No event has occurred and no condition exists that, upon the execution and
delivery of this Amendment and the effectiveness of the Amendment, would
constitute a material Default or an Event of Default that would not be remedied
by execution of this Amendment and approval thereof pursuant to the Bankruptcy
Court Order.

4.   AMENDMENT.

     4.1  Amendment to Existing Financing Agreement.

     Subject to paragraph 4.2 below, the Existing Financing Agreement is hereby
amended as follows:

          (a)  A new definition is added to Section 1.01 as follows:  "Amendment
                                                                       ---------
     No. 1" means this First Amendment to Financing Agreement dated as of
     -----
     January 3, 2002.

          (b)  The first proviso to the definition of "Collateral Value" in
     Section 1.01 of the Existing Financing Agreement is hereby deleted".

          (c)  Clause (ii) of the definition of "Final Maturity Date" of the
     Existing Financing Agreement is hereby amended by deleting "June 30, 2002"
     and replacing it with "April 30, 2002.

     In addition, the following provision is hereby added at the end of the
definition of the term "Final Maturity Date":

     "The Final Maturity Date shall be automatically extended for sixty (60)
days (the "Extension Period") if all of the following conditions are satisfied
to Agent's sole discretion:

          (i)   No event has occurred and no condition exists that would
                constitute a material Default or a material Event of Default
                under the Amended Financing Agreement;

          (ii)  A Comprehensive Plan of Reorganization which provides for
                repayment in full of the Obligations hereunder and under the
                other Loan Documents has been confirmed by an order of the
                Bankruptcy Court, subject only to closing on Borrowers' exit
                financing and customary conditions of consummation under such
                plan;

                                       4
<PAGE>

          (iii) The Borrowers have at least $10,000,000 of undrawn availability
                under the Revolving Credit Commitment;

          (iv)  Sunterra shall have paid a non-refundable extension fee in the
                amount of $1,250,000 to the Agent at least 10 Business Days
                prior to the Final Maturity Date; provided, however that the
                extension fee shall be $500,000 if the BofA Loan has previously
                been paid-off or retired, and $250,000 if both the BofA Loan and
                UBOC Loan have previously been paid-off or retired."

          (d)   Clause (i) of the definition of "Eligible Mortgage Receivables"
     of the Existing Financing Agreement is hereby amended by deleting "January
     1, 2001" and replacing it with "June 1, 2000."

          (e)   The definition of "Revolving Credit Borrowing Base" of the
     Existing Financing Agreement is hereby amended by (i) deleting the amount
     of "$15,000,000" and replacing it with "$25,000,000" and (ii) deleting the
     following parenthetical in its entirety: "(or $20,000,000 for so long as
     the Collateral Coverage Ratio exceeds 2.35:1 and the Borrowers have not
     entered into cash collateral arrangements or received a cash collateral
     order allowing for the Borrowers' use of cash collateral in an aggregate
     amount equal to or greater than $5,000,000)."

          (f)   The definition of the term "Required Collateral Coverage Ratio"
     in Section 1.01 of the Existing Financing Agreement is hereby amended by
     deleting "The Collateral Coverage Ratio as set forth on Exhibit K
     applicable to such date" and replacing it with "the ratio specified in
     Section 7.02(o)."

          (g)   The definition of the term "Total Tranche B Term Loan
     Commitment" in Section 1.01 of the Existing Financing Agreement is hereby
     amended by adding at the end of such definition the words", plus the
     amount of all fees payable to Lender or Agent specifically provided for
     under Amendment No. 1."

          (h)   The definition of the term "Total Commitment" in Section 1.01 of
     the Existing Financing Agreement is hereby amended by adding at the end of
     such definition the words "(excluding any amount borrowed for fees payable
     to Lender or Agent specifically provided for under Amendment No. 1)."

          (i)   Section 2.10(c) of the Existing Financing Agreement is hereby
     amended by adding to the end of the first parenthetical clause therein the
     following: "and excluding Permitted Cash Collateral (as defined in Section
     7.02(u))."

          (j)   Section 2.11 (c) is deleted in its entirety and replaced with
     the following: "2.11 (c) [Reserved]."

                                       5
<PAGE>

          (k)  The dates in Section 2.11 (d) (ii) in the Existing Financing
     Agreement are amended as follows:

               (i) "March 31, 2002" is deleted and replaced with "January 31,
          2002" and

               (ii) "April 1, 2002" is deleted and replaced with "February 1,
          2002."

          (l)  Add a new Section 2.11(e) to the Existing Financing Agreement as
     follows:

          "(e) Supplemental Fees. The Borrowers shall pay the following
supplemental fee payments to Agent (the "Supplemental Fees").

          (i)  An initial supplemental fee of $750,000 shall be payable to Agent
               upon execution and delivery of this Amendment and court approval
               of this Amendment.

          (ii) A takeout supplemental fee shall be payable to Agent concurrently
               with the purchase or pay-off in part or in whole of the Finova
               Loans, the Bank of America loan referred to under the caption
               "Secured Debt" on Schedule 1.01(D) of the Existing Financing
               Agreement (the "BofA Loan") and/or the Union Bank of California
               loan referred to under the caption "Secured Debt" on Schedule
               1.01(D) of the Existing Financing Agreement (the "UBOC Loan" and
               together with the Finova Loans and the BofA Loan, the "Secured
               Loans"), in an amount equal to the Lender Percentage set forth on
               Exhibit A hereto (the "Lender Percentage") multiplied by an
               amount equal to the excess of (A) the aggregate unpaid principal
               balance outstanding, plus accrued interest, of the Secured Loan
               or portion thereof to be purchased or retired (without taking
               into account any sharing, application or allocation of cash
               collateral) over (B) the purchase price or payoff amount paid to
               the holder of such Secured Loan; provided, however, that the
               maximum aggregate fee payable to Lender under this clause (e)(ii)
               in connection with the purchase or pay-off of the BofA Loan and
               the UBOC Loan shall be as set forth on Exhibit A hereto."

          (m)  Add a new Section 2.11(f) to the Existing Financing Agreement as
     follows: "(f) Portfolio Review.  Borrowers hereby engage Agent to review
     Borrowers' existing consumer timeshare receivables portfolio to determine
     whether and on what terms a securitization of the portfolio can be
     accomplished.  The Agent will also assess the potential economics to
     Borrowers of collapsing and reissuing Borrowers' previous on-balance sheet
     and/or off-balance sheet securitizations together with the unsecuritized
     portfolio.  The Agent will provide to Borrowers' rating agency and bond
     insurer feedback and analysis regarding the portfolio and determine
     possible structures to optimize proceeds from a potential

                                       6
<PAGE>

     securitization. For its services under this clause (f), Agent shall be paid
     an engagement fee of $750,000, payable upon execution and delivery of and
     court approval of this Amendment."

          (n)  Add a new Section 2.11(g) to the Existing Financing Agreement as
     follows:  "(g) Exit Financing.  The Agent will provide to Borrowers, on or
     before February 11, 2002, a non-binding term sheet for exit financing in
     connection with the consummation of a plan of reorganization, identifying
     market terms and conditions for such a financing, as determined by Agent in
     its sole discretion.  The Agent will use its reasonable efforts to provide
     the Borrowers, on or before February 15, 2002, a non-binding proposal to
     provide exit financing in connection with the consummation of a plan of
     reorganization in the Chapter 11 Cases on terms reasonably approximating
     market terms and conditions for such a financing and for an amount
     sufficient to allow Borrowers to consummate such plan and related
     transactions.  The Borrowers shall pay to Agent, upon presentation of both
     the term sheet and the proposal, a fee of $250,000.  Such proposal shall be
     subject to market conditions for similar transactions of this nature,
     customary material adverse change provisions, appropriate confirmatory due
     diligence and approval of Agent's Credit and Commitments Committee."

          (o)  Add a new Section 2.11(h) to the Existing Financing Agreement as
     follows: "(h) Collateral Valuation.  The methodology for determining
     Collateral Value with respect to unsold timeshare intervals at Villas on
     the Lake, San Luis Bay, Embassy Lake Tahoe, Plantation at Fall Creek, Bent
     Creek, Carambola and Villas de Santa Fe Resorts will be adjusted in the
     reasonable discretion of the Agent to take into account certain adverse
     factors affecting those properties; provided, however, the total Collateral
     Value for such Resorts shall not be decreased by more than $10,665,000 from
     the Collateral Value determined under the prior valuation method; further
     provided however, that nothing contained in this Section 2.11(h) shall
     limit the ability of the Agent to further adjust the Collateral Value of
     the foregoing intervals as a result of a reappraisal conducted in
     accordance with and pursuant to Section 7.01(g) hereof."

          (p)  Section 2.14 is deleted in its entirety and replaced with the
     following: "Section 2.14 [Reserved]."

          (q)  Add a new Section 7.01 (ff) to the Existing Financing Agreement
     as follows: "(ff) St. Maarten Liens. Sunterra shall grant to Agent and
     Lenders, upon the St. Maarten Resort properties' assets (including but not
     limited to, all real estate and receivables associated therewith), on or
     before January 31, 2002, a valid first priority Mortgage and security
     interest in such assets (subject, however, to Permitted Liens, other than
     the Finova mortgage lien, the Ansley mortgage lien and the St. Maarten Tax
     Lien (as defined below)) and shall cause the tax lien imposed by the
     government of St. Maarten (the "St. Maarten Tax Lien") to be paid off and
     released from the St. Maarten Resort properties to the reasonable
     satisfaction of the Agent on or before December 28, 2001."

                                       7
<PAGE>

          (r)  Add a new Section 7.01 (gg) to the Existing Financing Agreement
     as follows: "(gg) Exit Financing. The Borrowers shall obtain by April 30,
     2002 a written commitment for exit financing from a third party, which
     either (i) is subject only to completion of final documentation and
     provides for closing no later than June 30, 2002 or (ii) is subject to
     conditions other than or in addition to completion of final documentation
     and the Agent determines in its sole discretion, following reasonable
     inquiry and consultation with Borrowers, that such conditions will be
     satisfied and the financing closed by June 30, 2002."

          (s)  Section 7.02(o) of the Existing Financing Agreement is hereby
     deleted in its entirety and replaced with the following: "(o) Collateral
     Coverage Ratio. Permit the Collateral Coverage Ratio (calculated excluding
     any fees payable to Lender or Agent specifically provided for under
     Amendment No. 1) at any time to be less than 1.60:1."

          (t)  Section 7.02(q) of the Existing Financing Agreement is hereby
     amended by deleting the amount "$6,000,000" and replacing it with the
     amount "$7,800,000."

          (u)  Section 7.02(r) of the Existing Financing Agreement is hereby
     amended by (i) deleting  "120%" and replacing it with "125%" and (ii)
     adding    the following sentence to the end of such Section 7.02(r): "The
     three month  measuring period for this subsection shall be determined  as
     of the last day of each calendar month, on a rolling basis, commencing with
     the  three month measuring period starting November, 1, 2001 and ending on
     January 1, 2002."

          (v)  Add a new Section 7.02(u) to the Existing Financing Agreement as
     follows: "(u) Cash Collateral. The Borrowers shall not enter into any
     consensual or other cash collateral arrangements, agreements, applications,
     or orders with respect to any cash collateral without the prior written
     consent of Agent, which consent may be withheld in its sole and absolute
     discretion.  Notwithstanding the foregoing, Borrowers may, from time to
     time, enter into such cash collateral arrangements, agreements and orders,
     for up to $5,000,000 in total during the period beginning on the Amendment
     No. 1 Effective Date, without the consent of Agent (but upon not less than
     five (5) Business Days' advance written notice to Agent) (the "Permitted
     Cash Collateral") and apply such cash collateral without restriction;
     provided, however, the total Revolving Credit Commitment shall be reduced
     on a dollar-for-dollar basis by the portion of the Permitted Cash
     Collateral made available to or applied by or on behalf of the Borrowers."

          (w)  In Section 8.01 (c) delete the ratio "1.75:1" and replace it with
     "1.60:1".

          (x)  Schedule 1.01(E) is revised as set forth in Exhibit B attached
     hereto and made a part hereof.

                                       8
<PAGE>

          (y)  Exhibit K to the Existing Financing Agreement is hereby deleted
     in its entirety.

     4.2  Effectiveness of Amendment.

     The amendment of the Existing Financing Agreement contemplated by paragraph
4.1 above, shall become effective only upon the satisfaction in full of the
following conditions precedent (which date shall be referred to as the
"Amendment No. 1 Effective Date"):

          (a)  the Borrowers and Agent shall have executed and delivered a
     counterpart of this Amendment;

          (b)  the representations and warranties set forth in Section 3 above
     shall be true and correct as of the Amendment No. 1 Effective Date;

          (c)  the Bankruptcy Court Order shall have been entered; and

          (d)  Borrowers shall have  reached a written agreement with  Finova
     Capital Corporation for the purchase or retirement of the Finova Loans for
     a maximum amount not to exceed the amount set forth on Exhibit A attached
     hereto  and made a part hereof.

5.   MISCELLANEOUS.

     5.1  BofA Loan and UBOC Loan.

     Borrowers and Agent will cooperate in pursuing the pay-off and retirement
of the BofA Loan and UBOC Loan as soon as reasonably practicable following the
Amendment No. 1 Effective Date.  Borrowers covenant and agree not to purchase,
retire or payoff the BofA Loan or the UBOC Loan or enter into any other
agreement relating to the purchase, retirement or payoff of such loans without
the Agents consultation and consent, such consent not to be unreasonably
withheld.

     5.2  Part of Existing Financing Agreement, Future References, etc.

     Except as expressly amended by this Amendment, all terms, conditions and
covenants contained in the Existing Financing Agreement and the other Loan
Documents are hereby ratified and shall be and remain in full force and effect.
Any and all notices, requests, certificates and other instruments executed and
delivered after the execution and delivery of this Amendment may refer to the
Existing Financing Agreement without making specific reference to this
Amendment, but nevertheless all such references shall include this Amendment
unless the context otherwise requires.

     5.3  Counterparts; Effectiveness.

     This Amendment may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one instrument.
Delivery of

                                       9
<PAGE>

an executed signature page by facsimile transmission shall be effective as
delivery of a manually signed counterpart of this Amendment.

     5.4  Successors and Assigns.

     This Amendment, the Existing Financing Agreement and the Loan Documents
shall be binding upon and inure to the benefit of the Borrowers and the other
Loan Parties and the Agent and each Lender and their respective successors and
assigns (including, except for the right to request Loans, any trustee
succeeding to the rights of the Borrowers pursuant to Chapter 11 of the
Bankruptcy Code or pursuant to any conversion to a case under Chapter 7 of the
Bankruptcy Code); provided, however, that each of the Borrowers and the other
Loan Parties may not assign or transfer any of their rights hereunder, or under
the Existing Financing Agreement and the Loan Documents, without the prior
written consent of each Lender and any such assignment without the Lenders'
prior written consent shall be null and void.

     5.5  Governing Law.

     THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
IN STATE OF NEW YORK EXCEPT AS GOVERNED BY THE BANKRUPTCY CODE.

     5.6  Release of Agent and Lender.

     Except for the covenants and obligations of Agent and Lender under this
Amendment, the Existing Financing Agreement and the other Loan Documents, the
Borrowers and Guarantors, for themselves and their successors and assigns,
hereby unconditional waive and release Agent and Lender from any and all causes
of action, suits, damages, injuries, claims, liabilities and demands whatsoever,
which they may have against Agent and Lender, known or unknown, from the
beginning of the world to the date hereof, and, particularly, but not by way of
limitation, all lawsuits, damages, injuries, claims, demands and liabilities
arising out of or related to the Existing Financing Agreement, the Loan
Documents and this Amendment, including, but not limited to, their negotiation,
execution, enforcement and any other matters related thereto.


  [Remainder of page intentionally left blank.  Next page is signature page.]

                                       10
<PAGE>

                                  BORROWERS:
                                  ---------

                                  SUNTERRA CORPORATION


                                  By: /s/ Lawrence E. Young
                                      ------------------------------------------
                                      Lawrence E. Young
                                      Vice President and Chief Financial Officer

                                  AKGI LAKE TAHOE INVESTMENTS, INC.


                                  By: /s/ Lawrence E. Young
                                      ------------------------------------------
                                      Lawrence E. Young
                                      Vice President

                                  AKGI ST. MAARTEN, N.V.

                                  By: /s/ Lawrence E. Young
                                      ------------------------------------------
                                      Lawrence E. Young
                                      Vice President

                                  ALL SEASONS PROPERTIES, INC.


                                  By: /s/ Lawrence E. Young
                                      ------------------------------------------
                                      Lawrence E. Young
                                      Vice President

                                  ALL SEASONS REALTY, INC.


                                  By: /s/ Lawrence E. Young
                                      ------------------------------------------
                                      Lawrence E. Young
                                      Vice President

                                  ALL SEASONS RESORTS, INC. (AZ)

                                  By: /s/ Lawrence E. Young
                                      ------------------------------------------
                                      Lawrence E. Young
                                      Vice President
<PAGE>

                                  ALL SEASONS RESORTS, INC. (TX)


                                  By: /s/ Lawrence E. Young
                                      ------------------------------------------
                                      Lawrence E. Young
                                      Vice President

                                  ARGOSY GRAND BEACH, INC.


                                  By: /s/ Lawrence E. Young
                                      ------------------------------------------
                                      Lawrence E. Young
                                      Vice President

                                  ARGOSY HILTON HEAD, INC.


                                  By: /s/ Lawrence E. Young
                                      ------------------------------------------
                                      Lawrence E. Young
                                      Vice President

                                  ARGOSY PARTNERS, INC.


                                  By: /s/ Lawrence E. Young
                                      ------------------------------------------
                                      Lawrence E. Young
                                      Vice President
<PAGE>

                                  ARGOSY/KGI GRAND BEACH
                                  INVESTMENT PARTNERSHIP

                                  By: Argosy Grand Beach, Inc.,
                                      its General Partner

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  By: Argosy Partners, Inc.,
                                       its General Partner

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  By: KGI Grand Beach, Inc.,
                                       its Managing General Partner

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President
<PAGE>

                                  ARGOSY/KGI PORT ROYAL PARTNERS

                                  By: Argosy Hilton Head, Inc.
                                       its General Partner

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  By: KGI Port Royal, Inc.,
                                       its Managing General Partner

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  AVCOM INTERNATIONAL, INC.

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  DESIGN INTERNATIONALE-RMI, INC.

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President
<PAGE>

                              GRAND BEACH PARTNERS, LP

                                  By: Argosy/KGI Grand Beach Investment
                                      Partnership, its General Partner

                                      By: Argosy Partners, Inc.,
                                          its General partner

                                          By: /s/ Lawrence E. Young
                                             ------------------------------
                                             Lawrence E. Young
                                             Vice President

                                      By: Argosy Grand Beach, Inc.,
                                          its General Partner

                                          By: /s/ Lawrence E. Young
                                             ------------------------------
                                             Lawrence E. Young
                                             Vice President

                                      By: KGI Grand Beach Investments,
                                          its Managing General Partner

                                          By: /s/ Lawrence E. Young
                                             ------------------------------
                                             Lawrence E. Young
                                             Vice President

<PAGE>

                              GRAND BEACH RESORT, LIMITED PARTNERSHIP

                                  By: Grand Beach Partners, LP,
                                       its General Partner

                                      By: Argosy/KGI Grand Beach Investment
                                          Partnership, its General Partner

                                          By: KGI Grand Beach Investments, Inc.,
                                              its Managing General Partner

                                              By: /s/ Lawrence E. Young
                                                  ------------------------------
                                                  Lawrence E. Young
                                                  Vice President

                                          By: Argosy Partners, Inc.,
                                              Its General Partner

                                              By: /s/ Lawrence E. Young
                                                  ------------------------------
                                                  Lawrence E. Young
                                                  Vice President

                                          By: Argosy Grand Beach, Inc.,
                                              its General Partner

                                              By: /s/ Lawrence E. Young
                                                  ------------------------------
                                                  Lawrence E. Young
                                                  Vice President
<PAGE>

                                  GREENSPRINGS ASSOCIATES


                                  By: Plantation Resorts Group, Inc.,
                                       its Joint Venturer


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  By: Greensprings Plantation Resorts, Inc.,
                                       its Joint Venturer


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  GREENSPRINGS PLANTATION RESORTS, INC.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President
<PAGE>

                                  HARICH TAHOE DEVELOPMENT

                                  By: Lakewood Development, Inc.,
                                       its Managing General Partner

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  By: Ridgewood Development, Inc.,
                                       its General Partner

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  KGI GRAND BEACH INVESTMENTS, INC.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  KGI PORT ROYAL, INC.

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  KGK LAKE TAHOE DEVELOPMENT, INC.

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President
<PAGE>

                                  LAKE TAHOE RESORT PARTNERS, LLC

                                  By: AKGI Lake Tahoe Investments, Inc.,
                                       its Managing Member

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  By: KGK Lake Tahoe Development, Inc.,
                                       its Member

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  LAKEWOOD DEVELOPMENT, INC.

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  MMG DEVELOPMENT CORP.

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  PLANTATION RESORTS GROUP, INC.

                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President
<PAGE>

                                  POINTE PARTNERS, LIMITED PARTNERSHIP

                                  By: Harich Tahoe Developments,
                                       its Managing General Partner

                                      By: Lakewood Development, Inc.,
                                          its Managing General Partner

                                          By: /s/ Lawrence E. Young
                                              ------------------------------
                                              Lawrence E. Young
                                              Vice President

                                      By: Ridgewood Development, Inc.,
                                          its General Partner

                                          By: /s/ Lawrence E. Young
                                              ------------------------------
                                              Lawrence E. Young
                                              Vice President

                                  PORT ROYAL RESORT LP

                                  By: Argosy/KGI Port Royal Partners,
                                       its General Partner

                                      By: KGI Port Royal, Inc.,
                                          its Managing General Partner

                                          By: /s/ Lawrence E. Young
                                              ------------------------------
                                              Lawrence E. Young
                                              Vice President

                                      By: Argosy Hilton Head, Inc.
                                          its General Partner

                                          By: /s/ Lawrence E. Young
                                              ------------------------------
                                              Lawrence E. Young
                                              Vice President
<PAGE>

                                  POWHATAN ASSOCIATES


                                  By: Plantation Resorts Group, Inc.,
                                       its Joint Venturer


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  By: Williamsburg Vacations, Inc.,
                                       its Joint Venturer


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  PREMIER VACATIONS, INC.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  RESORT CONNECTIONS, INC.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  RESORT MARKETING INTERNATIONAL, INC.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President
<PAGE>

                                  RESORTS DEVELOPMENT INTERNATIONAL, INC.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  RIDGE POINTE LIMITED PARTNERSHIP

                                  By: Pointe Partners, Limited Partnership,
                                       its Managing General Partner

                                      By: Harich Tahoe Developments,
                                          its Managing General Partner

                                          By: Lakewood Development, Inc.,
                                               its Managing General Partner

                                              By: /s/ Lawrence E. Young
                                                  ----------------------
                                                  Lawrence E. Young
                                                  Vice President

                                          By: Ridgewood Development, Inc.,
                                              its General Partner

                                              By: /s/ Lawrence E. Young
                                                  ----------------------
                                                  Lawrence E. Young
                                                  Vice President
<PAGE>

                                  RIDGEWOOD DEVELOPMENT, INC.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  RKG, CORP.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  SUNTERRA FINANCIAL SERVICES, INC.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  SUNTERRA ST. CROIX, INC.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President

                                  WILLIAMSBURG VACATIONS, INC.


                                      By: /s/ Lawrence E. Young
                                          ------------------------------
                                          Lawrence E. Young
                                          Vice President
<PAGE>

                                  GUARANTORS:
                                  ----------

                                  CLUB SUNTERRA, INC.

                                  By: /s/ Lawrence E. Young
                                      ------------------------------
                                      Lawrence E. Young
                                      Vice President

                                  INTERNATIONAL TIMESHARES, INC.

                                  By: /s/ Lawrence E. Young
                                      ------------------------------
                                      Lawrence E. Young
                                      Vice President

                                  SUNTERRA TRAVEL, INC.

                                  By: /s/ Lawrence E. Young
                                      ------------------------------
                                      Lawrence E. Young
                                      Vice President

                                  SUNTERRA COMMUNICATIONS CORPORATION

                                  By: /s/ Lawrence E. Young
                                      ------------------------------
                                      Lawrence E. Young
                                      Vice President
<PAGE>

                                  KABUSHIKI GAISHA KEI LLC

                                       By:  KGK INVESTORS, INC,
                                       Its: Member


                                            By: /s/ Lawrence E. Young
                                                ---------------------------
                                                 Lawrence E. Young
                                            Its: Vice President


                                       By:  KGK PARTNERS, INC.,
                                       Its  Member


                                            By: /s/ Lawrence E. Young
                                                ---------------------------
                                                 Lawrence E. Young
                                            Its: Vice President

                                  MARC HOTEL AND RESORTS, INC.

                                  By: /s/ Lawrence E. Young
                                      ---------------------------
                                      Lawrence E. Young
                                      Vice President

                                  RPM MANAGEMENT, INC.

                                  By: /s/ Lawrence E. Young
                                      ---------------------------
                                      Lawrence E. Young
                                      Vice President

                                  SUNTERRA PACIFIC, INC.

                                  By: /s/ Lawrence E. Young
                                      ---------------------------
                                      Lawrence E. Young
                                      Vice President
<PAGE>

                                  GEORGE ACQUISITION SUBSIDIARY, INC.

                                  By: /s/ Lawrence E. Young
                                      -----------------------------
                                      Lawrence E. Young
                                      Vice President

                                  S.V.L.H., INC.

                                  By: /s/ Lawrence E. Young
                                      -----------------------------
                                      Lawrence E. Young
                                      Vice President


                                  AGENT AND LENDER:
                                  ----------------


                                  GREENWICH CAPITAL MARKETS, INC.


                                  By: /s/ Dominic Obaditch
                                     ------------------------------
                                  Name: Dominic Obaditch
                                        ---------------------------
                                  Title: Vice President
                                         --------------------------
<PAGE>

                                   Exhibit A

                   Purchase and/or Pay-off of Secured Loans

Lenders Percentage: 50%

Maximum amount for retirement of Finova Loans: $105 million, less the aggregate
of all cash collateral amounts released to Finova.

Maximum aggregate fee payable to Lender in connection with purchase or pay-off
of Bank of America Loan: $5 million.

Maximum aggregate fee payable to Lender in connection with purchase or pay-off
of Union Bank of California Loan: $1.25 million.
<PAGE>

                                   Exhibit B

         Revised Schedule 1.01(E) - Lender's and Lenders' Commitments

Revolver:

     (A)  the total Revolving Credit Commitment shall be: (i) prior to the
Finova Take-out Date, $35,000,000; (ii) after the Finova Take-out Date and prior
to purchase or pay-off of both the BofA Loan and UBOC Loan, $45,000,000
(provided, however, in the event that the Borrowers have a Comprehensive Plan of
Reorganization which provides for repayment in full of the Obligations hereunder
and under the other Loan Documents which has been confirmed by an order of the
Bankruptcy Court, subject only to closing on Borrowers' exit financing and
customary conditions of consummation under such plan, then the total Revolving
Credit Commitment shall be $50,000,000); (iii) after the purchase or pay-off of
the BofA Loan, $65,000,000; and (iv) after the purchase or payoff of both the
BofA Loan and the UBOC Loan, $75,000,000.

     (B)  The total Revolving Credit Commitment determined in paragraph (A)
above shall be increased by the Available Disposition Proceeds (as defined
below), subject to the terms below.

     (i)  Available Disposition Proceeds shall be determined as follows:

               (a)  Agent shall determine the amount received by the Lenders
     under Section 2.09(b)(ii) of the Amended Financing Agreement, during the
     period, commencing on the Amendment No. 1 Effective Date and expiring on
     the March 2002 Remittance Date, up to $5,000,000 (the "Maximum Disposition
     Proceeds").

               (b)  Agent shall determine the existing availability under the
     Revolving Credit Commitment as of the March 2002 Remittance Date (prior to
     any advances under the Revolving Loan on the March 2002 Remittance Date)
     (the "March 2002 Revolving Credit Availability").
<PAGE>

               (c) The "Available Disposition Proceeds" shall be equal to the
     product of the Maximum Disposition Proceeds multiplied by the Available
     Percentage (as determined below):


            March, 2002 Revolving Credit Availability      Available Percentage
            -----------------------------------------      --------------------

            Less than $5,000,000                                    100%

            $5,000,000 to $5,999,999.99                              80%

            $6,000,000 to $6,999,999.99                              60%

            $7,000,000 to $7,999,999.99                              40%

            $8,000,000 to $8,999,999.99                              20%

            $9,000,000 or More                                        0%

     (ii)  The Revolving Credit Borrowing Base shall be increased by the
Available Disposition Proceeds.

     (iii) All advances of Revolving Loans, including those hereunder, are
subject to all requirements for advances of Revolving Loans under the Amended
Financing Agreement.

     (iv)  In no event shall the total Revolving Credit Commitment ever exceed
$75,000,000.