Loan Agreement



 EXHIBIT 10.1 
  
 EXECUTION 
  
 AMENDMENT NO. 4 
 TO 

LOAN AGREEMENT 
  
 AMENDMENT NO. 4, dated as of July 28, 2005 (this “Amendment”), to that certain Loan Agreement, dated as of July 29, 2002,
as amended by Amendment No. 1 (“Amendment No. 1”), dated as of December 20, 2002, Amendment No. 2 (“Amendment No. 2”), dated as of February 13, 2004 and Amendment No. 3 (“Amendment No. 3”), dated as
of July 7, 2004 (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, 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”). 
  
 WITNESSETH: 
  
 WHEREAS, capitalized terms not otherwise defined herein shall have the same meanings as specified in the Existing Loan Agreement; 
  
 WHEREAS, Borrowers have requested that Agent and Lenders agree to
amend the Existing Loan Agreement as more specifically set forth herein; and 
  
 WHEREAS, Agent and Lenders have indicated their willingness to agree to such amendment of the Existing Loan Agreement on the terms and subject to the satisfaction of the conditions set forth herein. 

 
 NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as follows: 
  
 SECTION 1. Amendment. As of the Effective Date (as defined in Section 3 hereof): 
  
 (a) Clause (i) of the definition of “Applicable Margin” in Section 1.1 of the Existing Loan Agreement is hereby amended by deleting it in
its entirety and inserting, in lieu thereof, the following: 
  
 “with respect to interest payable on Tranche A Loans, 1.50% (except that, in connection with Epic Receivables, 2.00%)”. 
  
 (b) Clause (iii) of the definition of “Applicable Margin” in Section 1.1 of the Existing Loan Agreement is
hereby deleted in its entirety. 







 (c) The definition of “Determination Date” in Section 1.1 of the Existing Loan Agreement
is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following: 
  
 ““Determination Date” means, (A) with respect to the Tranche A Loans, for any week, the Wednesday of such week or, if such date is
not a Business Day, the next succeeding Business Day and (B) with respect to the Tranche B Loans, for any month, the twentieth (20th) day of such month or, if such date is not a Business Day, the next succeeding Business Day, unless the aggregate amount of the Tranche B Loans outstanding shall be $130,000,000 or greater, in which case, for any week, the Wednesday
of such week or, if such date is not a Business Day, the next succeeding Business Day.” 
  
 (d) The definition of “Eligible Mortgage Receivable” in Section 1.1 of the Existing Loan Agreement is hereby amended by inserting the following language at the end thereof: 
  
 “Notwithstanding anything herein or in any other Loan
Document to the contrary: 
  
 (i) if on the date that is sixty
(60) days following the Poipu Purchase Closing Date (as defined herein), the Agent shall not have received from each applicable Borrower, in form and substance in each case satisfactory to the Agent and its counsel, the items described in Section
4.1(h) hereof with respect to the Poipu Resort, then as of such date, in no event shall any receivable with respect to the Poipu Resort (the “Poipu Receivables”) be an Eligible Mortgage Receivable for purposes of any Tranche A Loans
to be advanced to the Borrowers under this Agreement until such date on which each applicable Borrower shall have provided the items described in Section 4.1(h) hereof to the Agent; and 
  
 (ii) on any date following the Poipu Purchase Closing Date but prior to the Agent’s receipt with respect to the Poipu
Resort of each of the items described in Section 4.1(h) hereof, the Total Tranche B Loan Commitment shall be reduced by the aggregate principal amount of the Poipu Receivables as of such date.” 
  
 (e) The definition of “Eligible Resorts” in Section 1.1 of
the Existing Loan Agreement is hereby amended by adding at the end thereof the following: 
  
 ““Eligible Resorts also means, upon the Poipu Purchase Closing Date, that certain resort situated at 1613 Pe’e Road, Koloa, Poipu Island, County of Kauai, State of Hawaii (the “Poipu
Resort”), provided, however, that if, on the date that is sixty (60) days following the Poipu Purchase Closing Date, the Agent shall not have received from each applicable Borrower the items described in Section 4.1(h) hereof with respect
to the Poipu Resort, then as of such date, in no event shall the Poipu Resort be an Eligible Resort until such date on which each applicable Borrower shall have provided the items described in Section 4.1(h) hereof to the Agent.””

  
 (f) The date “February 28, 2006” in the definition
of “Final Maturity Date” in Section 1.1 of the Existing Loan Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, “July 31, 2007”. 
  
 (g) The definition of “Interest Rate Cap Agreement” in
Section 1.1 of the Existing Loan Agreement is hereby deleted in its entirety. 
  

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 (h) The definition of “Maximum Aggregate Amount” in Section 1.1 of the Existing Loan
Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following: 
  
 ““Maximum Aggregate Amount” means $300,000,000.” 
  
 (i) The definition of “Mortgaged Real Property” in Section 1.1 of the Existing Loan Agreement is hereby
amended by adding at the end thereof the following: 
  
 ““Mortgaged Real Property shall, on the Poipu Purchase Closing Date, include the Poipu Resort.” 
  
 (j) The definition of “Other Assets” in Section 1.1 of the Existing Loan Agreement is hereby deleted in its entirety. 
  
 (k) The definition of “Other Assets Collateral Value” in
Section 1.1 of the Existing Loan Agreement is hereby deleted in its entirety. 
  
 (1) The definition of “Remittance Date” in Section 1.1. of the Existing Loan Agreement is hereby amended by deleting it in its entirety, and inserting, in lieu thereof, the following: 
  
 “Remittance Date” means, the first
(1st) Business Day after any Determination Date. 
  
 (m)The definition of “Securitization Breakage Fee” in Section 1.1 of the Existing Loan Agreement is hereby
deleted in its entirety. 
  
 (n) The definition of
“Securitization Commitment Period” in Section 1.1 of the Existing Loan Agreement is hereby amended by deleting it in its entirety, and inserting, in lieu thereof, the following: 
  
 “Securitization Commitment Period” means the period from
the Closing Date to the later of (x) July 31, 2007 and (y) the date on which all amounts due under this Agreement are repaid in full.” 
  
 (o) The definition of “Sunterra Europe” in Section 1.1 of the Existing Loan Agreement is hereby deleted in its entirety. All references
to Sunterra Europe in any definition in Section 1.1 of the Existing Loan Agreement are hereby deleted. 
  
 (p) The definition of “Total Tranche A Loan Commitment” in Section 1.1 of the Existing Loan Agreement is hereby amended by deleting it in
its entirety and inserting, in lieu thereof, the following: 
  
 “Total Tranche A Loan Commitment” means the sum of the amounts of the Lenders’ Tranche A Loan Commitments, as such amounts may be terminated or reduced from time to time in accordance with the terms of this Agreement,
provided that the Total Tranche A Loan Commitment shall not exceed the sum of $200,000,000, plus an amount equal to the aggregate amount of the Epic Receivables.” 
  

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 (q) The definition of “Total Tranche B Loan Commitment” in Section 1.1 of the Existing
Loan Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following: 
  
 ““Total Tranche B Loan Commitment” means the sum of the amounts of the Lenders’ Tranche B Loan Commitments, as such amounts may
be terminated or reduced from time to time in accordance with the terms of this Agreement, provided that the Total Tranche B Loan Commitment shall not exceed $150,000,000 at any time.” 
  
 (r) The percentage “85.0%” set forth in the definition of
“Tranche A Advance Rate” in Section 1.1 of the Existing Loan Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, “92.0%, except that, (i) for Epic Receivables, Tranche A Advance Rate means
70.0% and (ii) for In-transit Receivables, Advance Rate means 50.0%”. 
  
 (s) The definition of “Tranche A Borrowing Base” in Section 1.1 of the Existing Loan Agreement is hereby amended by adding at the end thereof the following: 
  
 ““plus the aggregate principal amount of the
In-Transit Receivables (not to exceed $10,000,000) as of such date” 
  
 (t) The definition of “Tranche C Loan”, all definitions related to Tranche C and all references to Tranche C in any definition in Section 1.1 of the Existing Loan Agreement are hereby deleted.

  
 (u) Section 1.1 of the Existing Loan Agreement is hereby
amended by deleting the definition of U.S. Operating Expenses in its entirety. 
  
 (v) The following definitions are added to Section 1.1 of the Loan Agreement: 
  
 ““In-transit Receivables” means those Time Share
Mortgages (x) for which (a) the applicable Time Share Interest sale from which it arises has not been canceled by the applicable mortgagor or any Borrower, (b) any statutory or other applicable cancellation or rescission period has expired, (c) the
Time Share Interest purchased by the applicable mortgagor has not been surrendered in accordance with the terms of the relevant Purchase Document and (d) the related Time Share Interest sale fully complies with the terms, provisions and conditions
of this Agreement, the other Loan Documents and all applicable laws and (y) that would, upon clearing escrow, be deemed Eligible Mortgage Receivables.” 
  
 “Poipu Purchase Agreement” means that certain Purchase and Sale Agreement, dated as of July 12, 2005, by and among AKGI Poipu
Investments, Inc., a California corporation, Sunterra Developer and Sales Holding Company, a Delaware corporation, Argosy/KGI Poipu Investment, LP, a Hawaii limited partnership, the Parent, Poipu Resort Partners, LP, a Hawaii limited partnership and
Hal Pacific, Inc., a Washington corporation.” 
  

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 “Poipu Purchase Closing Date” means the Closing Date (as defined therein) of the
transactions contemplated by the Poipu Purchase Agreement.” 
  
 (w) Section 2.1(c) of the Existing Loan Agreement is hereby deleted in its entirety. All references to Tranche C and the “Tranche C Loans” in the Existing Loan Agreement are hereby deleted. 
  
 (x) Section 2.2(a) of the Existing Loan Agreement is hereby amended by
deleting the words “three (3) Business Days” in their entirety and inserting, in lieu thereof, the words “two (2) Business Days”. 
  
 (y) Section 2.7(a) of the Existing Loan Agreement is hereby amended by deleting the words “three (3) Business Days” in their entirety and
inserting, in lieu thereof, the words “two (2) Business Days”. 
  
 (z) Section 2.8(b) of the Existing Loan Agreement is hereby amended as follows: (A) the percentage “0.25%” set forth therein is hereby amended by deleting it in its entirety and inserting, in lieu thereof,
“0.20%” and (B) the words “shall be payable monthly in arrears on each Remittance Date” set forth therein are hereby amended by deleting them in their entirety and inserting, in lieu thereof, the words “shall be payable
weekly in arrears on each Remittance Date.” 
  
 (aa) Section
6.1 of the Existing Loan Agreement is hereby amended by deleting subsection 6.1(b)(i) in its entirety. 
  
 (bb) Section 6.1 of the Existing Loan Agreement is hereby amended by deleting the subsection 6.1(m) in its entirety and by amending subsection 6.1(kk) by
deleting subsection 6.1(kk)(ii) in its entirety and inserting, in lieu thereof, the following: 
  
 “(ii) execute and deliver to Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or
desirable, to (a) evidence, preserve and/or protect the Collateral at any time securing or intended to secure the obligations of each Loan Party under the Loan Documents, (b) subject to valid and perfected highest available priority Liens (subject
to Permitted Liens), to the extent required by this Agreement and the other Loan Documents, any of the Collateral or any other Property of the Loan Parties, (c) establish and maintain the validity and effectiveness of any of the Loan Documents and
the validity, perfection and priority of the Liens intended to be created thereby (subject to Permitted Liens) and (d) better assure, convey, grant, assign, transfer and confirm unto the Agent the rights now or hereafter intended to be granted to
the Agent and the Lenders under this Agreement or any other Loan Document as Agent may reasonably require from time to time;”. 
  
 (cc) Section 6.1 of the Existing Loan Agreement is hereby amended by deleting the first sentence of subsection 6.1(p) in its entirety. 
  

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 (dd) Section 6.1 of the Existing Loan Agreement is hereby amended by deleting subsection 6.1(q) in its
entirety, and inserting, in lieu thereof, the following: 
  
 “In the event that the Parent elects to execute or permits any Subsidiary to execute (i) a Securitization during the Securitization Commitment Period or (ii) any other type of financing of the timeshare mortgage loans of any of the
Borrowers, the Parent shall give the Agent written notice of such election (the “Election Notice”) and shall offer to Agent or its Affiliates the first opportunity to act as Securitization Agent in connection with such Securitization, or
enter into such other financing, as the case may be.” 
  
 (ee) Section 6.1 of the Existing Loan Agreement is hereby amended by deleting subsection 6.1(r) in its entirety. 
  
 (ff) Section 6.1 of the Existing Loan Agreement is hereby amended by deleting subsection 6.1(s) in its entirety. 
  
 (gg) Section 6.1 of the Existing Loan Agreement is hereby amended by deleting
subsection 6.1(x) in its entirety. 
  
 (hh) Section 6.1 of the
Existing Loan Agreement is hereby amended by deleting subsection 6.1(cc) in its entirety. 
  
 (ii) Section 6.1 of the Existing Loan Agreement is hereby amended by deleting subsection 6.1(pp) in its entirety. 
  
 (jj) Section 6.2 of the Existing Loan Agreement is hereby amended by deleting the words “Except in connection with the Corporate Restructuring and
the Mortgage Receivables Sale Transaction” in subsection 6.2(a), and inserting, in lieu thereof, the following: “Unless the Agent shall have received from the Borrowers the notice required pursuant to Section 6.2(b)”. 
  
 (kk) Section 6.2 of the Existing Loan Agreement is hereby amended by deleting
the words “Except in connection with the Corporate Restructuring and the Mortgage Receivables Sale Transaction” in subsection 6.2(b), and inserting, in lieu thereof, the following: “Unless the Agent shall have received from the
Borrowers thirty (30) days prior written notice”. 
  
 (ll)
Section 6.2 of the Existing Loan Agreement is hereby amended by (x) adding the following to the first sentence of subsection 6.2(c) directly following the words “amalgamated with any Person”: “if any Loan Party shall have failed to
perform or comply with any covenant or agreement contained in Section 6.3 hereof,” (y) adding the following to the first sentence of subsection 6.2(c) directly following the words “purchase or otherwise acquire, whether in one transaction
or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing), or permit any of their Subsidiaries to do any of the foregoing;”: 
  
 “if the amount of any such purchase or other acquisition transaction or
transactions made by the Borrowers shall (x) exceed $20,000,000, unless the Borrowers shall have provided to the Agent, prior to the making of any such expenditures, (i) a twelve month 
  
  

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 forward projection of Consolidated EBITDA reasonably satisfactory to the Agent and (ii) evidence of the satisfaction of
the conditions in Sections 6.3(b) and 6.3(c) of this Agreement immediately following the making of such purchase or other acquisition, provided, however, that for purposes of this Section 6.2(c), Consolidated EBITDA shall be determined according to
the lesser of the twelve month projection of Consolidated EBITDA provided to the Agent by the Parent and the Parent’s actual results for the trailing twelve month period, or (y) without the prior written consent of the Agent, which consent
shall not be unreasonably withheld or delayed, exceed $50,000,000.”’; 
  
 and (z) adding the following to subsection 6.2(c)(i) immediately following clause (F) thereof: 
  
 “(G) transfer, subject to the requirements of clauses (x) and (y) of the first sentence of this Section 6.2(c), any property or assets owned by such
Loan Party that may have been released as Collateral by the Agent, to a Subsidiary of such Loan Party that is not a Loan Party under this Agreement, at such time as such Loan Party intends to develop or use for its benefit such property or assets,
provided, however, that such Subsidiary shall issue to the Agent for the benefit of the Lenders a general unsecured corporate guaranty in form and substance reasonably acceptable to Agent, provided, further, that if such Subsidiary further transfers
such property or assets for financing purposes to a Subsidiary thereof which is a special purpose entity (“SPE”), such SPE shall not be required to issue a guaranty to Agent.” 
  
 (mm) Section 6.2 of the Existing Loan Agreement is hereby amended by adding
the following to the first sentence of subsection 6.2(e) directly following the words “or invest in, or”: “,if any Loan Party shall have failed to perform or comply with any covenant or agreement contained in Section 6.3
hereof,”. 
  
 (nn) Section 6.2 of the Existing Loan Agreement
is hereby amended by (A) deleting the amount $3,000,000 set forth in subsection 6.2(f)(ii)(A), and inserting, in lieu thereof, $5,000,000 and (B) deleting the amount $13,000,000 set forth in subsection 6.2(f)(ii)(B), and inserting, in lieu thereof,
$20,000,000. 
  
 (oo) Section 6.2 of the Existing Loan Agreement
is hereby amended by deleting subsection 6.2(g) in its entirety, and inserting, in lieu thereof, the following: 
  
 (pp) “(g) Capital Expenditures. Make or commit or agree to make, any Capital Expenditure (by purchase or Capitalized Lease), if such Capital
Expenditure shall (x) exceed $20,000,000, unless the Borrowers shall have provided to the Agent, prior to the making of any such Capital Expenditure, (i) a twelve month forward projection of Consolidated EBITDA reasonably satisfactory to the Agent
and (ii) evidence of the satisfaction of the conditions in Sections 6.3(b) and 6.3(c) of this Agreement immediately following the making of such Capital Expenditure, provided, however, that for purposes of this Section 6.2(g), Consolidated EBITDA
shall be determined according to the lesser of the twelve month projection of Consolidated EBITDA provided to the Agent by the Parent and the Parent’s actual results for the trailing twelve month period, or (y) without the prior written consent
of the Agent, which consent shall not be unreasonably withheld or delayed, exceed $50,000,000, provided, (i) the purchase of Time Share Mortgages (and corresponding notes), installment purchase obligations and membership 
  
  

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 interests as part of the Mortgage Receivables Sale Transaction and (ii) work performed in connection with the restoration
of a Real Property after the occurrence of a casualty, shall not be deemed to constitute a Capital Expenditure for purposes of this Section 6.2(g).” 
  
 (qq) Section 6.2 of the Existing Loan Agreement is hereby amended by (A) inserting the following in subsection 6.2(h)(ii) directly following the words
“now or hereafter outstanding”: “in an amount exceeding $15,000,0000 for any twelve month period” and (B) inserting the following in subsection 6.2(h)(iii) directly following the words “now or hereafter outstanding”:
“in an amount exceeding $15,000,0000 for any twelve month period.” 
  
 (rr) Section 6.3 of the Existing Loan Agreement is hereby amended by deleting subsection 6.3(a) in its entirety. 
  
 (ss) Section 6.3 of the Existing Loan Agreement is hereby amended by deleting subsection 6.3(c) in its entirety, and inserting, in lieu thereof, the
following: 
  
 (c) “Consolidated Adjusted Total Debt to
Consolidated Adjusted EBITDA Ratio. Permit the Consolidated Adjusted Total Debt to Consolidated Adjusted EBITDA Ratio, as measured as of the last day of each quarter, beginning with the calendar quarter ending September 30, 2005, to exceed
3.0:1. For the purposes of calculating the Consolidated Adjusted Total Debt to Consolidated Adjusted EBITDA Ratio, Consolidated EBITDA shall be determined according to the Parent’s actual results for the trailing twelve month period.”

  
 (tt) Section 6.3 of the Existing Loan Agreement is hereby
amended by deleting subsection 6.3(e) in its entirety. 
  
 (uu)
Appendix A-l to the Existing Loan Agreement, as referred to in the definition of “Tranche A Loan Commitment” in Section 1.1 of the Existing Loan Agreement, is hereby amended by deleting it in its entirety and inserting, in lieu
thereof, Appendix A-l hereto. 
  
 (vv) Appendix A-2 to the
Existing Loan Agreement, as referred to in the definition of “Tranche B Loan Commitment” in Section 1.1 of the Existing Loan Agreement, is hereby amended by deleting it in its entirety and inserting, in lieu thereof, Appendix A-2
hereto. 
  
 (ww) Appendix A-3 to the Existing Loan Agreement, as
referred to in the definition of “Tranche C Loan Commitment” in Section 1.1 of the Existing Loan Agreement, is hereby deleted in its entirety. 
  

(xx) Schedule I to the Existing Loan Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, Schedule I hereto.

  
 (yy) Schedule 1.1(vii) to the Existing Loan Agreement, as
referred to in the definition of “Mortgaged Real Property” in Section 1.1 of the Existing Loan Agreement, is hereby amended by deleting it in its entirety and inserting, in lieu thereof, Schedule 1.1(vii)
hereto. 
  

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 (zz) Schedule l.l(viii) to the Existing Loan Agreement, as referred to in the definition of
“Other Assets” in Section 1.1. of the Existing Loan Agreement, is hereby deleted in its entirety. 
  
 (aaa) Schedule 6.3(a) to the Existing Loan Agreement, as referred to in Section 6.3(a) of the Existing Loan Agreement, is hereby deleted in its entirety.

  
 SECTION 2. Certain Covenants and Limitations. In
consideration of the execution and delivery of this Amendment by Agent and the Lenders, Borrowers hereby agree as follows: 
  
 (a) Facility Fee. The failure to pay each of the following fees on or before the applicable date set forth herein (x) shall be an Event of Default
and (y) shall render each of the amendments set forth herein to be no longer of any force or effect: 
  
 (i) Borrowers shall pay to Agent a non-refundable renewal fee in the amount of $2,000,000 on or before the Effective Date, and 

 
 (ii) Borrowers shall pay to Agent a non-refundable
renewal fee in the amount of $2,000,000 on or before July 31, 2006. 
  
 (b) Inventory Collateral Value Reduction. The Inventory Collateral Value of all Time Share Inventory shall be reduced by 1.25 times the amount of the cumulative retail prices that the related Time Share Interests have been sold as of
the Effective Date, in accordance with the schedule that is attached as Schedule A hereto, so that the Inventory Collateral Value shall be zero at the time that 80% of the Time Share Inventory has been sold. 
  
 (c) Costs and Expenses. Borrowers shall pay all costs and expenses of
Agent incurred in connection herewith or otherwise due and owing as of the date hereof pursuant to Section 9.4 of the Loan Agreement. 
  
 (d) Sales Fee. Borrowers shall pay to Agent a non-refundable sales fee in connection with the Epic Inventory in the amount of $821,960 on or before
the Effective Date, and the failure to pay any such fee on or before such date (x) shall be an Event of Default and (y) shall render each of the amendments set forth herein to be no longer of any force or effect. 
  
 (e) Joinder. By executing and delivering this Amendment, each of Poipu
Resort Partners, LP, a Hawaii limited partnership (“Poipu Resort Partners”) and AKGI Poipu Investments, Inc., a California corporation (“AKGI Poipu Investments”) agrees to and shall become on the Poipu Purchase Closing Date (i) a
Borrower under, and to be bound by, and to comply with, the terms and conditions of the Loan Agreement and each of the other Loan Documents; (ii) an Additional Pledgor (as defined in the Pledge Agreement) under, and to be bound by, and to comply
with, the terms and conditions of the Pledge Agreement and this Amendment shall be deemed to be “Counterpart Agreement” for all purposes thereof, and in addition, the information contained in the schedules that shall be attached as
Schedule II hereto on the Poipu Purchase Closing Date, if any, shall be deemed to be a part of Schedule II to the Pledge Agreement; and (iii) an Additional Grantor (as defined in the Security Agreement) under, and to be bound by, and to comply with,
the terms and conditions of the Security Agreement and this Amendment shall be deemed to be a “Counterpart Agreement” for all purposes thereof. 

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 (f) Poipu Receivables; Transfer of Contract Files; Waiver. On the Poipu Purchase Closing Date,
Agent shall receive (i) a fully executed copy of the Poipu Purchase Agreement, (ii) a fully executed and delivered Interim Custodial Agreement (the “Textron/Poipu Custodial Agreement”), by and among Textron Financial Services, Inc.
(“Textron”), as Custodian, Poipu Resort Partners, as Borrower, Sunterra Financial Services, Inc., as Administrative Agent, and the Agent, in form and substance satisfactory to Agent and (iii) an amendment to the Custodial Agreement
in form and substance satisfactory to Agent, executed by the parties thereto. Borrowers shall, within sixty (60) days of the Poipu Purchase Closing Date, cause all Contract Files held by Textron (the “Poipu Receivables”) pursuant to
the Textron/Poipu Custodial Agreement, to be transferred to the Custodian. Notwithstanding any other provision in the Loan Documents to the contrary, the Poipu Receivables shall be Eligible Mortgage Receivables as of the Poipu Purchase Closing Date,
provided, however, that (i) the failure to transfer to the Custodian the Contract Files related to such Poipu Receivables within fifteen (15) days following the time period provided in the preceding sentence of this Section 2(f) shall cause such
Poipu Receivables to cease to be Eligible Mortgage Receivables. 
  
 (g) Certain Documents with respect to Poipu Resort Partners and AKGI Poipu Investments. On the Poipu Purchase Closing Date, Agent shall receive from each of Poipu Resort Partners and AKGI Poipu Investments, as applicable: 

 
 (i) copies of the Organizational Documents of such
Person, certified by the Secretary of State of its jurisdiction of organization, along with all amendments thereto, if applicable, or, if such document is of a type that may not be so certified, certified by the secretary or similar officer or
manager of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and each other jurisdiction in the United States in which such Person is qualified to do business and, to the extent
generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each jurisdiction of organization, each dated a recent date prior to the
Effective Date; 
  
 (ii) resolutions of the
Governing Body of such Person approving and authorizing the execution, delivery and performance by such Person of this Amendment and each of the Loan Documents to which it is a party, certified as of the date hereof by the secretary or similar
officer or manager of such Person as being in full force and effect without modification or amendment; 
  
 (iii) signature and incumbency certificates of the officers or managers of such Person executing the Loan Documents to which it is a
party: 
  
 (iv) evidence satisfactory to Agent of
the compliance by each such Person and the owner of all the membership interests thereof of its obligations under the Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements, originals
of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); 
  

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 (v) (A) a completed Collateral Certificate dated as of the date hereof and executed by an
Authorized Officer of each such Person, (B) the results of a search (including a recent update thereof), by a Person satisfactory to Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed
property of each such Person and Sunterra Developer and Sales Holding Company, together with copies of all such filings disclosed by such search, and (C) UCC termination statements (or similar documents) duly executed by all applicable Persons for
filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and 

 
 (vi) evidence that each such Person and the applicable
Loan Party that owns all of the membership interests of each such Person shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or
caused to be made any other filing and recording (other than as set forth herein) reasonably required by Agent. 
  
 SECTION 3. Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall become effective as of the date hereof (the
“Effective Date”) provided that each of the following conditions precedent shall have been satisfied on or before such date: 
  
 (a) Amendment. Agent has received counterparts of this Amendment executed by Borrowers and Agent on behalf of Lenders. 
  
 (b) Notes. Agent, on behalf of each Lender, shall have received an
amendment and restatement of the Tranche A Note (“Amended Tranche A Note”) and the Tranche B Note (“Amended Tranche B Note”; the Amended Tranche A Note and the Amended Tranche B Note, together, the “Amended
Notes”) reflecting the applicable amendments to the Loan Agreement set forth herein, in each case in form and substance satisfactory to such Lender, executed by Borrowers. 
  
 (c) Pledge Agreement. Agent shall have received an amendment to the Pledge Agreement, in form and substance
satisfactory to Agent, executed by the parties thereto. 
  
 (d)
Other Documents. Agent shall have received from each of the Borrowers resolutions of the Governing Body of such Person approving and authorizing the execution, delivery and performance by such Person of this Amendment, the
Amended Notes and other documents related to this Amendment, certified as of the date hereof by the secretary or similar officer or manager of such Person as being in full force and effect without modification or amendment. 
  
  

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 (e) Opinions of Counsel. Agent shall have received legal opinions from counsel to the Borrowers,
covering such matters as Agent may request and in form and substance satisfactory to Agent. 
  
 (f) Representations and Warranties. The representations and warranties contained in Section 4 of this Amendment and each of the Loan Documents shall be true and correct in all material respects on and as of the
Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that by its terms refers to a specific date other than the date first above written, in which
case it shall be true and correct in all material respects as of such earlier date). 
  
 (g) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing or shall occur after giving effect to this Amendment. 
  
 SECTION 4. Representations and Warranties. To induce Agent and the
Lenders to enter into this Amendment, each Borrower hereby represents and warrants to Agent and the Lenders: 
  
 (a) Representations and Warranties. The representations and warranties contained in this Section 4 and in each of the Loan Documents are true and
correct in all material respects on and as of the Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that by its terms refers to a specific date
other than the date first above written, in which case it shall be true and correct in all material respects as of such earlier date). On the Poipu Purchase Closing Date, all receivables with respect to the Poipu Receivables shall constitute
Collateral for all purposes of the Loan Agreement and the other Loan Documents and the Lien of the Agent in such Collateral shall be a valid and perfected first priority Lien subject only to Permitted Liens (to the extent that such Permitted Liens
are accorded priority as a matter of law or pursuant to agreement). 
  
 (b) No Default or Event of Default. No Default or Event of Default has occurred and is continuing or will occur after giving effect to this Amendment. 
  
 SECTION 5. Reference to and Effect on the Loan Documents; Prior Amendment; Release of Liens on Other Assets.

  
 (a) Reference to and Effect on the Loan Documents. As
of the Effective Date, any reference in any Loan Document to the Existing Loan Agreement shall be to the Existing Loan Agreement, as amended hereby. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any
right, power or remedy of Agent or any of the Lenders under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 
  
 (b) Prior Amendment. As of the Effective Date, the parties hereto agree that all references to the Tranche C Borrowing Base in Section 2(b) of
Amendment No. 2, dated as of February 13, 2004, to the Existing Loan Agreement shall be deleted, and none of the parties hereto shall have any rights or obligations with respect to such provision. 
  

 12 








 (c) Release of Liens on Other Assets. In accordance with the provisions of Section 8.8(c) of the
Existing Loan Agreement, the Lenders hereby authorize the Agent on the Effective Date to execute, acknowledge and deliver to the applicable Borrower any documents (each, an “Other Assets Release”) necessary to evidence the release
from the Liens granted to the Agent for the benefit of the Lenders upon the Collateral related to the Other Assets, provided that (i) no Default or Event of Default has occurred and is continuing on the Effective Date (ii) the applicable Borrower,
at its sole expense, and subject to Agent’s approval, has delivered to Agent any and all documents and instruments necessary to effect the Other Assets Release of the applicable Other Asset(s) from the Lien of the Agent, (iii) the applicable
Borrower has paid to Agent, upon its delivery of an Other Assets Release, all costs reasonably incurred by Agent (including, but not limited to, recording charges, taxes and fees and reasonable attorneys’ fees and disbursements) in connection
with the review, execution and delivery of such Other Assets Release and all related documents and instruments, and (iv) such Other Assets Release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations
of any Loan Party in respect of) all interests in any other Collateral of any Borrower. 
  
 SECTION 6. Integration; Amendment. This Amendment sets forth in full the terms of agreement between the parties with respect to the amendment described herein and is intended as the full, complete and exclusive
agreement governing the relationship between the parties with respect to such amendment. This Amendment supersedes all discussions, promises, representations, warranties, agreements and understandings between the parties with respect to the
amendment described herein. 
  
 SECTION 7. No Third Party
Beneficiaries. This Amendment shall be binding upon and inure to the benefit of Borrowers, Agent and the Lenders and their respective successors and assigns. No Person other than the parties hereto shall have any rights hereunder or be entitled
to rely on this Amendment, and all third-party beneficiary rights are hereby expressly disclaimed. 
  
 SECTION 8. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of this Amendment. 
  
 SECTION 9. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 
  
 [remainder of page intentionally left blank] 
  

 13 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  
 [signature pages in separate document] 
  
  

 14 








 Amendment #4 (1 of 2) 
  

			
	 BORROWERS:

	
	 SUNTERRA CORPORATION

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 AKGI LAKE TAHOE INVESTMENTS, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 AKGI ST. MAARTEN, NV

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 ARGOSY GRAND BEACH, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 ARGOSY PARTNERS, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President









 Amendment #4 (1 of 2) 
  

							
	 ARGOSY/KGI GRAND BEACH
 INVESTMENT PARTNERSHIP

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

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
		
	 By:
	 	Argosy Partners, Inc.,
	 	 	Its General Partner
				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
		
	 By:
	 	KGI Grand Beach Investments Inc.,
	 	 	its Managing General Partner
				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
	
	 CLUB SUNTERRA, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 GEORGE ACQUISITION SUBSIDIARY,
 INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President









 Amendment #4 (1 of 2) 
  

							
	 GRAND BEACH PARTNERS, L. P.

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

			
	 	 	By:	 	 Argosy Partners, Inc.,
 its General
partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
			
	 	 	By:	 	 Argosy Grand Beach, Inc.,
 its General
partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
			
	 	 	By:	 	 KGI Grand Beach Investments, Inc.
 its
Managing General Partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

									
	 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/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President
				
	 	 	 	 	By:	 	Argosy Partners, Inc.,
					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President
				
	 	 	 	 	By:	 	 Argosy Grand Beach, Inc.,
 its General
partners

					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

							
	 KABUSHIKI GAISHA KEI, LLC

			
	 	 	By:	 	Sunterra Finance Holding Company, its Member
				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
	
	 KGI GRAND BEACH INVESTMENTS, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	KGK LAKE TAHOE DEVELOPMENT, INC.
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 LAKE TAHOE RESORT PARTNERS, LLC

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

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
		
	 By:
	 	 KGK Lake Tahoe Development, Inc.,
 its
Member

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

			
	 MMG DEVELOPMENT CORP.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 PREMIER VACATIONS, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 RESORT MARKETING INTERNATIONAL, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 RESORTS DEVELOPMENT
 INTERNATIONAL, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 RPM MANAGEMENT, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 SUNTERRA DEVELOPER AND SALES

	 HOLDING COMPANY (f/k/a AVCOM
 International, Inc.)

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President









 Amendment #4 (1 of 2) 
  

			
	 SUNTERRA FINANCIAL SERVICES, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	SUNTERRA PACIFIC, INC.
		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	SUNTERRA TRAVEL, INC.
		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 SUNTERRA FINANCE HOLDING COMPANY

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	SUNTERRA CENTRALIZED SERVICES COMPANY
		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 SUNTERRA MANAGEMENT AND
 EXCHANGE HOLDING COMPANY

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	CLUB SUNTERRA DEVELOPMENT, LLC
	(f/k/a Club Sunterra, LLC)
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 INTERNATIONAL TIMESHARES
 MARKETING, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	RPM MANAGEMENT, LLC
		
	By:	 	 Sunterra Management and Exchange
 Holding
Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	 SUNTERRA DAYTONA DEVELOPMENT,
 LLC
(f/k/a Sunterra Bent Creek Golf Course Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA HILTON HEAD
 DEVELOPMENT,
LLC (f/k/a Sunterra Bent
 Creek Village Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA COMMUNICATIONS, LLC
		
	By:	 	 Sunterra Management and Exchange
 Holding
Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CORAL SANDS
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	 SUNTERRA CYPRESS POINTE I
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CYPRESS POINTE II
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CYPRESS POINTE III
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 CLUB SUNTERRA DEVELOPMENT
 CALIFORNIA, LLC (f/k/a Sunterra East Marketing, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	 SUNTERRA FALL CREEK
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA GRAND BEACH I
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA GRAND BEACH II
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA GREENSPRINGS
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	 SUNTERRA EPIC MORTGAGE
 HOLDINGS,
LLC (f/k/a Sunterra KGK Partners Finance, LLC)

		
	By:	 	 Sunterra Finance Holding Company, its
 Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA KALLOF PLACE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA LAKE TAHOE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA PALM SPRINGS
 DEVELOPMENT,
LLC (f/k/a Sunterra North Marketing, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	 SUNTERRA POCO DIABLO
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SCOTTSDALE
 DEVELOPMENT,
LLC (f/k/a Sunterra Poipu
 GP Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA LAS VEGAS DEVELOPMENT, LLC (f/k/a Sunterra Polynesian Isles
 Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA PORT ROYAL
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	SUNTERRA POWHATAN DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA RESIDUAL ASSETS DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA RIDGE ON SEDONA DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RIDGE POINTE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	 SUNTERRA SAN LUIS BAY
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA SANTA FE DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SEDONA SPRINGS
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA SEDONA SUMMIT DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	SUNTERRA CITRUS SHARE HOLDING,
	LLC (f/k/a Sunterra South Marketing, LLC)
		
	By:	 	Sunterra Corporation, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA ST. CROIX DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA STEAMBOAT
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA TAHOE BEACH & SKI DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	 SUNTERRA VILLA MIRAGE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA VILLAS OF SEDONA
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA RESIDUAL ASSETS FINANCE, LLC
		
	By:	 	Sunterra Finance Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amendment #4 (1 of 2) 
  

					
	SUNTERRA RESIDUAL ASSETS M&E, LLC
		
	By:	 	Sunterra Management and Exchange Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	CLUB SUNTERRA DEVELOPMENT II, LLC (f/k/a Sunterra Texas Development, LLC)
		
	By:	 	Sunterra Developer and Sales Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA MORTGAGE HOLDINGS, LLC
		
	By:	 	Sunterra Finance Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President:
	
	 SUNTERRA CENTRALIZED SERVICES
 GLOBAL, LLC

		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President:









 Amendment #4 (1 of 2) 
  

					
	SUNTERRA CENTRALIZED SERVICES NEVADA, LLC
		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA CENTRALIZED SERVICES USA, LLC
		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	EPIC DECLARANT, INC.
		
	By:	 	 /s/ Michael Westfall


	Name:	 	Michael Westfall
	Title:	 	President
	
	EPIC RESIDUAL ASSETS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA WEST MAUI DEVELOPMENT,
	LLC (f/k/a Sunterra West Marketing, LLC)
		
	By:	 	Sunterra Developer and Sales Holding Company, its manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Frederick C. Bauman
	 	 	Its:	 	Vice President









 Amendment #4 (1 of 2) 
  

							
	RESORT MANAGEMENT INTERNATIONAL, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	 	 	Frederick C. Bauman
	Its:	 	Vice President
	
	WEST MAUI RESORT PARTNERS, L.P.
		
	By:	 	Signature Capital-West Maui LLC
	Its:	 	Managing general partner
			
	 	 	By:	 	Sunterra Developer and Sales Holding Company, its sole member and manager
				
	 	 	 	 	        By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Frederick C. Bauman
	 	 	 	 	        Its:	 	Vice President
	
	SIGNATURE CAPITAL-WEST MAUI, LLC
		
	By:	 	Sunterra Developer and Sales Holding
	 	 	Company, its sole member and manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Frederick C. Bauman
	 	 	Its:	 	Vice President









 Amendment #4 (1 of 2) 
  

			
	EPIC MASTER FUNDING CORPORATION
		
	By:	 	 /s/ Michael S. Westfall


	 	 	Michael S. Westfall
	Its:	 	Vice President
	
	  
 AKGI POIPU INVESTMENTS, INC.

		
	By:	 	 /s/ Frederick C. Bauman


	 	 	Frederick C. Bauman
	Its:	 	Vice President


  

							
	POIPU RESORT PARTNERS, LP
		
	        By:	 	Argosy/KGI Poipu Investment Partnership, LP
	        Its:	 	Managing general partner
			
	 	 	By:	 	AKGI Poipu Investments, Inc.
	 	 	Its:	 	Sole general partner
				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Frederick C. Bauman
	 	 	 	 	Its:	 	Vice President








 Amendment #4 Signature Page 
  

			
	AGENT:
	
	MERRILL LYNCH MORTGAGE CAPITAL INC.
		
	By:	 	 /s/ Jonathan Grant Jones


	Name:	 	Jonathan Grant Jones
	Title:	 	Vice President
	
	  
 LENDER:

	
	 MERRILL LYNCH MORTGAGE LENDING,
 INC.

	As authorized by the Lender,
	Merrill Lynch Mortgage Capital Inc., as Agent
		
	By:	 	 /s/ Jonathan Grant Jones


	Name:	 	Jonathan Grant Jones
	Title:	 	Vice President









 APPENDIX A-1 
 TO LOAN AGREEMENT 
  
 Tranche A Loan Commitments 
  

			
	 Lender

	 	 Tranche A Loan Commitment


	Merrill Lynch Mortgage Lending, Inc.	 	The sum of $200,000,000, plus an amount equal to the aggregate amount of the Epic Receivables








 APPENDIX A-2 
 TO LOAN AGREEMENT 
  
 Tranche B Loan Commitments 
  

				
	 Lender

	 	 Tranche B Loan
 Commitment


	Merrill Lynch Mortgage Lending, Inc.	 	$	150,000,000








 Schedule 1.1 (vii) 
 to Loan Agreement 
  
 MORTGAGED
REAL PROPERTY 
 As Attached 







 SCHEDULE 1.1(vii) 
 TO SUNTERRA/MERRILL LYNCH LOAN AGREEMENT 
  
 MORTGAGED REAL PROPERTY 
  

					
	 Entity

	 	 Property Name

	 	 Description


	 Sunterra Corporation
 Property deeded to MMG
Development Corp., a Florida Corporation 12/20/02
	 	Bent Creek Golf Village	 	Timeshare
			
	 Sunterra Corporation
 Property deeded to Sunterra
Cypress Pointe II Development, LLC 12/20/02
	 	Cypress Pointe Resort Grand Villas	 	Timeshare
			
	 Sunterra Corporation
 Property deeded to Sunterra
Cypress Pointe
 I Development, LLC 12/20/02
	 	Cypress Pointe Resort Lake Buena Vista	 	Timeshare
			
	 Grand Beach Resort, Limited Partnership
 Property
to be deeded to Sunterra Grand Beach I Development, LLC prior to 09/30/05
	 	Embassy Vacation Resorts Grand Beach	 	Timeshare
			
	 Lake Tahoe Resort Partners LLC
 NO
CHANGE
	 	Embassy Vacation Resorts Lake Tahoe	 	Timeshare
			
	 AKGI St. Maarten, N.V.
 NO CHANGE
	 	Flamingo Beach	 	Timeshare
			
	 Grand Beach Resort, Limited Partnership
 Property deeded to Sunterra Grand Beach II Development, LLC 12/17/02
	 	Grand Beach II	 	Timeshare
			
	 Greensprings Associates
 RECORDS SHOULD SHOW
Certificate of Merger with and into Sunterra Greensprings Development, LLC 12/04/02
	 	Greensprings Plantation	 	Timeshare
			
	 Sunterra Corporation
 Property deeded to Sunterra
Fall Creek Development, LLC 12/15/02
	 	Plantation at Fall Creek	 	Timeshare
			
	 MMG Development Corp.
 NO CHANGE
	 	Polynesian Isles	 	Timeshare
			
	 Powhatan Associates
 RECORDS SHOULD SHOW
Certificate of Merger with and into Sunterra Powhatan Development, LLC 12/04/02
	 	Powhatan Plantation	 	Timeshare








 SCHEDULE 1.1(vii) 
 TO SUNTERRA/MERRILL LYNCH LOAN AGREEMENT 
  
 MORTGAGED REAL PROPERTY 
  

					
	 Entity

	 	 Property Name

	 	 Description


	 Ridge Pointe, Limited Partnership
 RECORDS SHOULD
SHOW Certificate of
 Merger with and into Sunterra Ridge Pointe
 Development, LLC 03/19/03
	 	Ridge Point Resort	 	Timeshare
			
	 Port Royal Resort, LP
 RECORDS SHOULD SHOW
Certificate of
 Merger with and into Sunterra Port Royal
 Development, LLC 12/27/02
	 	Royal Dunes Beach Villas at Port Royal	 	Timeshare
			
	 AKGI St. Maarten, N.V.
 NO CHANGE
	 	Royal Palm Beach	 	Timeshare
			
	 Sunterra Corporation
 Property deeded to Sunterra
San Luis Bay
 Development, LLC 12/12/02
	 	San Luis Bay Inn	 	Timeshare
			
	 All Seasons Resorts, Inc. (AZ)
 Property deeded to
Sunterra Villa Mirage
 Development, LLC 12/19/02
	 	Scottsdale Villa Mirage	 	Timeshare
			
	 All Seasons Resorts, Inc. (AZ)
 Property deeded to
Sunterra Sedona Springs
 Development, LLC 04/08/03
	 	Sedona Springs	 	Timeshare
			
	 All Seasons Resorts, Inc. (AZ)
 Property deeded to
Sunterra Sedona Summit
 Development, LLC 12/19/02
	 	Sedona-Summit	 	Timeshare
			
	 Lake Tahoe Resort Partners LLC
 Property deeded to
Sunterra Tahoe Beach &
 Ski Development, LLC 12/30/02
	 	Tahoe Beach & Ski	 	Timeshare
			
	 All Seasons Resorts, Inc. (AZ)
 Property deeded to
Sunterra Ridge on
 Sedona Development, LLC 12/19/02
	 	The Ridge at Sedona Golf	 	Timeshare
			
	 All Seasons Resorts, Inc. (AZ)
 RECORDS SHOULD
SHOW Certificate of
 Merger with and into Sunterra Poco Diablo
 Development, LLC 04/08/03
	 	Villas at Poco Diablo	 	Timeshare
			
	 All Seasons Resorts, Inc. (AZ)
 Property deeded to
Sunterra Villas of
 Sedona Development, LLC 04/08/03
	 	Villas at Sedona	 	Timeshare
			
	 Sunterra Corporation
 Property deeded to Sunterra
Santa Fe
 Development, LLC 12/10/02
	 	Villas de Santa Fe	 	Timeshare

  









 Schedule I 
 to Loan Agreement 
  
 BORROWER
SUBSIDIARIES 
 As Attached 







 SCHEDULE I 
 TO SUNTERRA/MERRILL LYNCH LOAN AGREEMENT 
  
 BORROWER SUBSIDIARIES 
  
 Sunterra Grand Beach II Development, LLC 
 Sunterra Greensprings Development, LLC 

Sunterra Hilton Head Development, LLC (f/k/a Sunterra Bent Creek Village Development, LLC) 
 Sunterra Lake Tahoe Development, LLC 
 Sunterra Las Vegas Development, LLC (f/k/a Sunterra Polynesian Isles Development, LLC) 
 Sunterra Management and Exchange Holding Company 
 Sunterra Mexico Share Holding, LLC (f/k/a Sunterra Kallof Place
Development, LLC 
 Sunterra Mortgage Holdings, LLC 
 Sunterra Pacific, Inc. 
 Sunterra Palm Springs Development, LLC (f/k/a Sunterra North Marketing, LLC) 
 Sunterra Poco
Diablo Development, LLC 
 Sunterra Port Royal Development, LLC 
 Sunterra Powhatan Development, LLC 
 Sunterra Residual Assets Development, LLC 
 Sunterra Residual Assets Finance, LLC 

Sunterra Residual Assets M&E, LLC 
 Sunterra Resort Management, Inc., (f/k/a RPM Management, Inc.) 
 Sunterra Ridge on Sedona
Development, LLC 
 Sunterra Ridge Pointe Development, LLC 
 Sunterra San Luis Bay Development, LLC 
 Sunterra Santa Fe Development, LLC 
 Sunterra Scottsdale Development, LLC (f/k/a Sunterra
Poipu GP Development, LLC) 
 Sunterra Sedona Springs Development, LLC 
 Sunterra Sedona Summit Development, LLC 
 Sunterra St. Croix Development, LLC 
 Sunterra Steamboat Development, LLC 
 Sunterra Tahoe Beach & Ski Development, LLC 
 Sunterra Travel, Inc. 
 Sunterra Villa Mirage Development, LLC 
 Sunterra Villas of Sedona Development, LLC 
 Sunterra West Maui Development, LLC (f/k/a Sunterra West Marketing, LLC) 
 West Maui Resort Partners, LP 









 Schedule A 
 INVENTORY COLLATERAL VALUE SCHEDULE  
 As Attached 








			
		
	Sunterra Corporation	  	 
	Extension of Credit Facility	  	 
	20% Accelerated Inventory Payback	  	 

  

				
	 Inventory Collateral at June 30, 2005
	  	$	164,465,065
		
	 20% Threshold
	  	 	32,893,013

  

									
	 Gross
 Collateral

	  	 Accelerated
 Deduction

	 	 	 Net
 Collateral


	$	164,465,065	  	$	0	 	 	$	164,465,065
			
	$	160,000,000	  	$	(1,116,266	)	 	$	158,883,734
	$	150,000,000	  	$	(3,616,266	)	 	$	146,383,734
	$	140,000,000	  	$	(6,116,266	)	 	$	133,883,734
	$	130,000,000	  	$	(8,616,266	)	 	$	121,383,734
	$	120,000,000	  	$	(11,116,266	)	 	$	108,883,734
	$	110,000,000	  	$	(13,616,266	)	 	$	96,383,734
	$	100,000,000	  	$	(16,116,266	)	 	$	83,883,734
	$	90,000,000	  	$	(18,616,266	)	 	$	71,383,734
	$	80,000,000	  	$	(21,116,266	)	 	$	58,883,734
	$	70,000,000	  	$	(23,616,266	)	 	$	46,383,734
	$	60,000,000	  	$	(26,116,266	)	 	$	33,883,734
	$	50,000,000	  	$	(28,616,266	)	 	$	21,383,734
	$	40,000,000	  	$	(31,116,266	)	 	$	8,883,734
			
	$	32,893,013	  	$	(32,893,013	)	 	$	0
			
	$	30,000,000	  	$	(30,000,000	)	 	$	0
	$	20,000,000	  	$	(20,000,000	)	 	$	0
	$	10,000,000	  	$	(10,000,000	)	 	$	0
	$	0	  	$	0	 	 	$	0








 EXECUTION 
  

AMENDMENT NO. 1 
 TO

 PLEDGE AGREEMENT 
  
 AMENDMENT NO. 1, dated as of July 28, 2005 (this “Amendment”), to that certain Pledge Agreement, dated as of July 29, 2002 (the
“Pledge Agreement”), made by EACH OF THE SIGNATORIES THERETO, whether as an original signatory thereto or as an Additional Pledgor (as therein defined) (each, a “Pledgor,” and collectively, the
“Pledgors”) in favor of 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, Amendment No. 2, dated as of February 13, 2004 and Amendment No. 3, dated as of July 7, 2004, among Sunterra Corporation, a
Maryland corporation, the Parent, Borrowers (as defined therein), the Lenders (as defined therein) and the Agent. 
  
 WITNESSETH: 
  
 WHEREAS, capitalized terms not otherwise defined herein shall have the same meanings as specified in the Pledge Agreement; 
  
 WHEREAS, the Pledgors have requested that Agent agree to amend the Pledge Agreement as more specifically set forth herein; 
  
 WHEREAS, Borrowers, Agent and Lenders have agreed to simultaneously
amend the Loan Agreement; and 
  
 WHEREAS, Agent has
indicated its willingness to agree to such amendment of the Pledge Agreement on the terms and subject to the satisfaction of the conditions set forth herein. 
  
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the Pledgors and Agent on behalf of
the Lenders hereby agree as follows: 
  
 SECTION 1.
Amendment. As of the Effective Date (as defined in Section 2 hereof): 
  
 (a) Schedule I to the Pledge Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, Schedule I hereto. 
  
 (b) Schedule II to the Pledge Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof,
Schedule II hereto. 
  
 SECTION 2. Conditions Precedent to the
Effectiveness of this Amendment. This Amendment shall become effective as of the date hereof (the “Effective Date”) provided that each of the following conditions precedent shall have been satisfied on or before such date:

  
 (a) Amendment. Agent has received counterparts of this
Amendment executed by the Pledgors and Agent on behalf of Lenders. 







 (b) Loan Agreement. Agent shall have received counterparts of Amendment No. 4 to the Loan
Agreement (“Loan Agreement Amendment”) executed by the Borrowers and Agent on behalf of Lenders and all of the conditions in Section 3 of the Loan Agreement Amendment shall have been satisfied. 
  
 (c) Representations and Warranties. The representations and warranties
contained in Section 3 of this Amendment, Section 5 of the Pledge Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date, before and after giving effect to this Amendment, as
though made on and as of such date (except for any such representation and warranty that by its terms refers to a specific date other than the date first above written, in which case it shall be true and correct in all material respects as of such
earlier date). 
  
 (d) No Default or Event of Default. No
Default or Event of Default (as defined in the Loan Agreement) shall have occurred and be continuing or shall occur after giving effect to this Amendment. 
  
 SECTION 3. Representations and Warranties. To induce Agent and the Lenders to enter into this Amendment, each Pledgor hereby represents and
warrants to Agent and the Lenders: 
  
 (a) Representations and
Warranties. The representations and warranties contained in this Section 4, Section 5 of the Pledge Agreement and in each of the other Loan Documents are true and correct in all material respects on and as of the Effective Date, before and after
giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that by its terms refers to a specific date other than the date first above written, in which case it shall be true and correct
in all material respects as of such earlier date). 
  
 (b) No
Default or Event of Default. No Default or Event of Default has occurred and is continuing or will occur after giving effect to this Amendment. 
  
 SECTION 4. Reference to and Effect on the Loan Documents; Release and Return of Pledged Collateral related to Other Assets. 
  
 (a) Reference to and Effect on the Loan Documents. As of the
Effective Date, any reference in any Loan Document (as defined in the Loan Agreement) to the Pledge Agreement shall be to the Pledge Agreement, as amended hereby. The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of Agent or any of the Lenders under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 
  
 (b) Release and Return of Pledged Collateral related to Other Assets. On the Effective Date, subject to the
satisfaction of the conditions in this Amendment and the Loan Agreement Amendment, the Agent will, at the Pledgors’ expense, (A) return to the Pledgors such 







 of the Pledged Collateral related to the Other Assets, as defined in the Loan Agreement and (B) execute and deliver to
the Pledgors, without recourse, representation or warranty, such documents as the Pledgors shall reasonably request to evidence such termination, subject to the terms and conditions set forth in Section 5(c) of the Loan Agreement Amendment.

  
 SECTION 5. Integration; Amendment. This Amendment sets
forth in full the terms of agreement between the parties with respect to the amendment described herein and is intended as the full, complete and exclusive agreement governing the relationship between the parties with respect to such amendment. This
Amendment supersedes all discussions, promises, representations, warranties, agreements and understandings between the parties with respect to the amendment described herein. 
  
 SECTION 6. No Third Party Beneficiaries. This Amendment shall be binding upon and inure to the benefit of Agent and
the Pledgors and their respective successors and assigns. No Person other than the parties hereto shall have any rights hereunder or be entitled to rely on this Amendment, and all third-party beneficiary rights are hereby expressly disclaimed.

  
 SECTION 7. Execution in Counterparts. This Amendment
may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 
  
 SECTION 8. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State
of New York, except as required by mandatory provisions of law and except to the extent that the validity and perfection or the perfection and the effect of perfection or non-perfection of the security interest created hereby, or remedies hereunder,
in respect of any particular Pledged Collateral are governed by the law of a jurisdiction other than the State of New York. 
  
 [remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  
 [signature pages in separate document] 







 Amend #1 Pledge Agreement (1 of 2) 
  

			
	BORROWERS:
	
	SUNTERRA CORPORATION
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	AKGI LAKE TAHOE INVESTMENTS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	AKGI ST. MAARTEN, NV
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	ARGOSY GRAND BEACH, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	ARGOSY PARTNERS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	 ARGOSY/KGI GRAND BEACH
 INVESTMENT PARTNERSHIP

		
	By:	 	Argosy Grand Beach, Inc.,
	 	 	Its General Partner
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
		
	By:	 	Argosy Partners, Inc.,
	 	 	Its General Partner
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
		
	By:	 	 KGI Grand Beach Investments Inc.,
 its
Managing General Partner

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	CLUB SUNTERRA, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	GEORGE ACQUISITION SUBSIDIARY, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

							
	GRAND BEACH PARTNERS, L.P.
		
	By:	 	 Argosy/KGI Grand Beach Investment Partnership, its General Partner

			
	 	 	By:	 	 Argosy Partners, Inc.,
its General partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
			
	 	 	By:	 	 Argosy Grand Beach, Inc.,
its General partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
			
	 	 	By:	 	KGI Grand Beach Investments, Inc.
	 	 	 	 	its Managing General Partner
				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

									
	 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/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President
				
	 	 	 	 	By:	 	Argosy Partners, Inc.,
					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President
				
	 	 	 	 	By:	 	Argosy Grand Beach, Inc.,
	 	 	 	 	 	 	its General partners
					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

							
	KABUSHIKI GAISHA KEI, LLC
			
	 	 	By:	 	Sunterra Finance Holding Company,
	 	 	 	 	its Member
				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
	
	KGI GRAND BEACH INVESTMENTS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	KGK LAKE TAHOE DEVELOPMENT, INC.
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	LAKE TAHOE RESORT PARTNERS, LLC
		
	By:	 	 AKGI Lake Tahoe Investments, Inc.,
its Managing Member

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
		
	By:	 	 KGK Lake Tahoe Development, Inc.,
its Member

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

			
	MMG DEVELOPMENT CORP.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	PREMIER VACATIONS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	RESORT MARKETING INTERNATIONAL, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	RESORTS DEVELOPMENT INTERNATIONAL, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	RPM MANAGEMENT, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA DEVELOPER AND SALES
	HOLDING COMPANY (f/k/a AVCOM International, Inc.)
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

			
	SUNTERRA FINANCIAL SERVICES, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA PACIFIC, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA TRAVEL, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA FINANCE HOLDING COMPANY
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA CENTRALIZED SERVICES COMPANY
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA MANAGEMENT AND EXCHANGE HOLDING COMPANY
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	CLUB SUNTERRA DEVELOPMENT, LLC
	(f/k/a Club Sunterra, LLC)
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	INTERNATIONAL TIMESHARES MARKETING, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	RPM MANAGEMENT, LLC
		
	By:	 	 Sunterra Management and Exchange
 Holding
Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	SUNTERRA DAYTONA DEVELOPMENT,
	LLC (f/k/a Sunterra Bent Creek Golf Course
	Development, LLC)
		
	By:	 	Sunterra Developer and Sales Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA HILTON HEAD
	DEVELOPMENT, LLC (f/k/a Sunterra Bent
	Creek Village Development, LLC
		
	By:	 	Sunterra Developer and Sales Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA COMMUNICATIONS, LLC
		
	By:	 	 Sunterra Management and Exchange
 Holding
Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA CORAL SANDS
	DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	SUNTERRA CYPRESS POINTE I
	DEVELOPMENT, LLC
		
	By:	 	Sunterra Developer and Sales Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA CYPRESS POINTE II
	DEVELOPMENT, LLC
		
	By:	 	Sunterra Developer and Sales Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA CYPRESS POINTE III
	DEVELOPMENT, LLC
		
	By:	 	Sunterra Developer and Sales Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	CLUB SUNTERRA DEVELOPMENT
	CALIFORNIA, LLC (f/k/a Sunterra East
	Marketing, LLC)
		
	By:	 	Sunterra Developer and Sales Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	SUNTERRA FALL CREEK DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA GRAND BEACH I
	DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA GRAND BEACH II
	DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA GREENSPRINGS
	DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	 SUNTERRA EPIC MORTGAGE
 HOLDINGS,
LLC (f/k/a Sunterra KGK Partners
 Finance, LLC)

		
	By:	 	Sunterra Finance Holding Company,
its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA KALLOF PLACE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA LAKE TAHOE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA PALM SPRINGS
 DEVELOPMENT,
LLC (f/k/a Sunterra North Marketing, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	SUNTERRA POCO DIABLO DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SCOTTSDALE DEVELOPMENT, 
 LLC (f/k/a Sunterra Poipu
 GP
Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA LAS VEGAS DEVELOPMENT,
 LLC (f/k/a Sunterra Polynesian Isles
 Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA PORT ROYAL DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	 SUNTERRA POWHATAN DEVELOPMENT,
 LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RESIDUAL ASSETS
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RIDGE ON SEDONA
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RIDGE POINTE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	 SUNTERRA SAN LUIS BAY
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SANTA FE DEVELOPMENT,
 LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SEDONA SPRINGS
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SEDONA SUMMIT
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	 SUNTERRA CITRUS SHARE HOLDING,
 LLC (f/k/a Sunterra South Marketing, LLC)

		
	By:	 	Sunterra Corporation, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA ST. CROIX DEVELOPMENT,
 LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA STEAMBOAT DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA TAHOE BEACH & SKI
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	 SUNTERRA VILLA MIRAGE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President


  

					
	 SUNTERRA VILLAS OF SEDONA
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President


  

					
	 SUNTERRA RESIDUAL ASSETS FINANCE,
 LLC

		
	By:	 	 Sunterra Finance Holding Company, its
 Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	SUNTERRA RESIDUAL ASSETS M&E, LLC
		
	By:	 	 Sunterra Management and Exchange
 Holding
Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President


  

					
	 CLUB SUNTERRA DEVELOPMENT II,
 LLC (f/k/a Sunterra Texas Development, LLC)

		
	By:	 	Sunterra Developer and Sales Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President


  

					
	SUNTERRA MORTGAGE HOLDINGS, LLC
		
	By:	 	Sunterra Finance Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President


  

					
	 SUNTERRA CENTRALIZED SERVICES
 GLOBAL, LLC

		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

					
	 SUNTERRA CENTRALIZED SERVICES
 NEVADA, LLC

		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President


  

					
	 SUNTERRA CENTRALIZED SERVICES
 USA,
LLC

		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President


  

			
	EPIC DECLARANT, INC.
		
	By:	 	 /s/ Michael Westfall


	Name:	 	Michael Westfall
	Title:	 	President


  

			
	EPIC RESIDUAL ASSETS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President


  

							
	 SUNTERRA WEST MAUI DEVELOPMENT, 
 LLC (f/k/a Sunterra West Marketing, LLC)

		
	By:	 	Sunterra Developer and Sales Holding Company, its manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Frederick C. Bauman
	 	 	Its:	 	 	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

			
	RESORT MANAGEMENT INTERNATIONAL, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	 	 	Frederick C. Bauman
	Its:	 	Vice President


  

							
	WEST MAUI RESORT PARTNERS, L.P.
		
	By:	 	Signature Capital-West Maui LLC
	Its:	 	Managing general partner
			
	 	 	By:	 	 Sunterra Developer and Sales
 Holding
Company, its sole member and manager

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Frederick C. Bauman
	 	 	 	 	Its:	 	Vice President


  

					
	SIGNATURE CAPITAL-WEST MAUI, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its sole member and manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Frederick C. Bauman
	 	 	Its:	 	Vice President









 Amend #1 Pledge Agreement (1 of 2) 
  

			
	EPIC MASTER FUNDING CORPORATION
		
	By:	 	 /s/ Michael S. Westfall


	 	 	Michael S. Westfall
	Its:	 	Vice President


  

			
	AKGI POIPU INVESTMENTS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	 	 	Frederick C. Bauman
	Its:	 	Vice President


  

									
	POIPU RESORT PARTNERS, LP
			
	 	 	By:	 	Argosy/KGI Poipu Investment Partnership, LP
	 	 	Its:	 	Managing general partner
				
	 	 	 	 	By:	 	AKGI Poipu Investments, Inc.
	 	 	 	 	Its:	 	Sole general partner
					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	 	 	Frederick C. Bauman
	 	 	 	 	 	 	Its:	 	Vice President








 Amend #1 Pledge Agreement 
  

			
	ACCEPTED AND AGREED
	
	MERRILL LYNCH MORTGAGE CAPITAL INC.,
	as Agent
		
	By:	 	 /s/ Jonathan Grant Jones


	Name:	 	Jonathan Grant Jones
	Title:	 	Vice President









 SCHEDULE I TO PLEDGE AGREEMENT 
  
 Pledged Debt 
  
 None 







 SCHEDULE II TO PLEDGE AGREEMENT 
  
 Pledged Shares 
  
 (As Attached) 







 SCHEDULE II 
 TO AMENDED PLEDGE AGREEMENT 
 Pledged Shares 
  

									
	 Name of Pledgor

	  	 Name of Issuer

	  	Number of
Shares

	  	Class

	  	Certificate
Number


	Epic Residual Assets, Inc.	  	Epic Declarant, Inc.	  	100	  	Common	  	1
	Epic Residual Assets, Inc.	  	Epic Master Funding Corp.	  	100	  	Common	  	3
	Resort Marketing International, Inc.	  	Premier Vacations, Inc.	  	1,000	  	Common	  	4
	Sunterra Corporation	  	AKGI Lake Tahoe Investments, Inc.	  	1,000	  	Common	  	4
	Sunterra Corporation	  	AKGI St. Maartin, NV	  	6,000	  	Common	  	1A
	Sunterra Corporation	  	Argosy Grand Beach, Inc.	  	100	  	Common	  	10
	Sunterra Corporation	  	Argosy Partners, Inc.	  	100	  	Common	  	3
	Sunterra Corporation	  	Epic Residual Assets, Inc.	  	100	  	Common	  	1
	Sunterra Corporation	  	George Acquisition Subsidiary, Inc.	  	1,000	  	Common	  	1
	Sunterra Corporation	  	KGI Grand Beach Investments, Inc.	  	1,000	  	Common	  	4
	Sunterra Corporation	  	KGK Investors, Inc.	  	1,000	  	Common	  	4
	Sunterra Corporation	  	KGK Lake Tahoe Development, Inc.	  	1,000	  	Common	  	4
	Sunterra Corporation	  	KGK Partners, Inc.	  	1,000	  	Common	  	4
	Sunterra Corporation	  	Sunterra Centralized Services Company	  	100	  	Common	  	1
	Sunterra Corporation	  	Sunterra Developer and Sales Holding Company	  	100	  	Common	  	M-3
	Sunterra Corporation	  	Sunterra Finance Holding Company	  	100	  	Common	  	1
	Sunterra Corporation	  	Sunterra Management and Exchange Holding Company	  	100	  	Common	  	1
	Sunterra Corporation	  	Sunterra Pacific, Inc.	  	1,500,000	  	Common	  	35
	Sunterra Corporation	  	Sunterra St. Croix, Inc.	  	1,000	  	Common	  	1
	Sunterra Developer and Sales Holding Company	  	AKGI Poipu Investments, Inc.	  	1,000	  	Common	  	5
	Sunterra Developer and Sales Holding Company	  	Mazatlan Development, Inc.	  	1,000	  	Common	  	6
	Sunterra Developer and Sales Holding Company	  	MMG Development Corp.	  	1,000	  	Common	  	10
	Sunterra Developer and Sales Holding Company	  	Resort Marketing International, Inc.	  	2,000	  	Common	  	6
	Sunterra Developer and Sales Holding Company	  	Resort Marketing International, Inc. (Delaware)	  	100	  	Common	  	1
	Sunterra Finance Holding Company	  	Sunterra Financial Services, Inc.	  	100	  	Common	  	2
	 Sunterra Management and Exchange Holding Company
	  	Club Sunterra, Inc.	  	1,000	  	Common	  	2
	 Sunterra Management and Exchange Holding Company
	  	Resort Management International, Inc.	  	1,000	  	Common	  	6
	 Sunterra Management and Exchange Holding Company
	  	Sunterra Resort Management, Inc. (f/k/a RPM Management, Inc.)	  	1,000	  	Common	  	3
	 Sunterra Management and Exchange Holding Company
	  	Sunterra Travel, Inc.	  	200	  	Common	  	3
	Sunterra Pacific, Inc.	  	Sunterra Pacific Realty, Inc.	  	40,000	  	Common	  	2
	Sunterra Poco Diablo Development, LLC	  	All Seasons Realty, Inc.	  	1,000	  	Common	  	3
	Sunterra Residual Assets Development, LLC	  	Resorts Development International, Inc.	  	100	  	Common	  	7

  

 Page 1 of 1 








 AMENDED AND RESTATED TRANCHE A LOAN NOTE 
  
 THIS PROMISSORY NOTE AMENDS AND RESTATES IN ITS ENTIRETY THAT CERTAIN AMENDED AND RESTATED
PROMISSORY NOTE DATED AS OF FEBRUARY 13, 2004 MADE BY BORROWERS (AS DEFINED HEREIN) TO PAYEE (AS DEFINED HEREIN) (THE “ORIGINAL NOTE”); PROVIDED, THIS PROMISSORY NOTE IS GIVEN SOLELY IN SUBSTITUTION OF THE ORIGINAL NOTE AND NOT IN
REPAYMENT OR SATISFACTION THEREOF. 
  
 July 28, 2005 
 New York, New York 
  
 FOR VALUE RECEIVED, THE PERSONS SIGNATORY HERETO (each, a “Borrower”), jointly and severally promise to pay MERRILL LYNCH MORTGAGE LENDING,
INC. (“Payee”) or its registered assigns, on or before July 31, 2007 the lesser of (a) the sum of TWO HUNDRED MILLION DOLLARS ($200,000,000), plus an amount equal to the aggregate amount of the Epic Receivables (as defined in
the Loan Agreement referred to below) and (b) the unpaid principal amount of all advances made by Payee to the Borrowers as Tranche A Loans under the Loan Agreement. 
  
 The Borrowers jointly and severally also promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in
full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Loan Agreement, dated as of July 29, 2002, (as amended by Amendment No. 1, dated as of December 20, 2002, Amendment No. 2, dated as of
February 13, 2005, Amendment No. 3, dated as of July 7, 2004 and Amendment No. 4, dated as of the even date hereof, and as it may be further amended, supplemented or otherwise modified, the “Loan Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among Sunterra Corporation, a Maryland corporation (the “Parent”), the subsidiaries of the Parent listed on Schedule I thereto, the financial
institutions from time to time party thereto and Merrill Lynch Mortgage Capital Inc., a Delaware corporation, as administrative and collateral agent for the Lenders. 
  
 This Note is one of the “Tranche A Loan Notes” in the aggregate principal amount of the sum of $200,000,000, plus an amount equal
to the aggregate amount of the Epic Receivables, and is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans
evidenced hereby were made and are to be repaid. 
  
 All payments of principal and
interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Payment Office of Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of
the Loan Agreement. Unless and until an Assignment and Acceptance effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Agent and recorded in the Register, the Borrowers, the Agent and Lenders shall be
entitled to deem and treat Payee as the 
  
  







 owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that
before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make a
notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrowers hereunder with respect to payments of principal of or interest on this Note. 
  
 This Note is subject to mandatory prepayment and to prepayment at the option of the Borrowers, each as provided in the Loan Agreement.

  
 THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWERS AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF. 
  
 Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement. 
  
 The terms of this Note are subject to amendment only in the manner provided in the Loan
Agreement. 
  
 This Note is subject to restrictions on transfer or assignment as
provided in the Loan Agreement. 
  
 No reference herein to the Loan Agreement and
no provision of this Note or the Loan Agreement shall alter or impair the obligations of the Borrowers, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the
currency herein prescribed. 
  
 The Borrowers promise to pay all costs and
expenses, including reasonable attorneys’ fees, all as provided in the Loan Agreement, incurred in the collection and enforcement of this Note. The Borrowers and any endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and, except as expressly provided in the Loan Agreement, notice of every kind and, to the full extent permitted by law, the right to plead any
statute of limitations as a defense to any demand hereunder. 







 IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be duly executed and delivered by its officer
thereunto duly authorized as of the date and at the place first written above. 
  
 [Signature pages in separate document] 







 Tranche A Loan Note 
  

			
	 BORROWERS:

	
	 SUNTERRA CORPORATION

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 AKGI LAKE TAHOE INVESTMENTS, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 AKGI ST. MAARTEN, NV

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 ARGOSY GRAND BEACH, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 ARGOSY PARTNERS, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	 ARGOSY/KGI GRAND BEACH
 INVESTMENT
PARTNERSHIP

		
	 By:
	 	 Argosy Grand Beach, Inc.,

	 	 	 Its General Partner

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
		
	 By:
	 	 Argosy Partners, Inc.,

	 	 	 Its General Partner

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
		
	 By:
	 	 KGI Grand Beach Investments Inc.,
 its Managing General Partner

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 CLUB SUNTERRA, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 GEORGE ACQUISITION SUBSIDIARY, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

							
	 GRAND BEACH PARTNERS, L. P.

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

			
	 	 	By:	 	 Argosy Partners, Inc.,
its General partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
			
	 	 	By:	 	 Argosy Grand Beach, Inc.,
its General partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
			
	 	 	By:	 	 KGI Grand Beach Investments, Inc.
 its
Managing General Partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

									
	 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/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President
				
	 	 	 	 	By:	 	Argosy Partners, Inc.,
					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President
				
	 	 	 	 	By:	 	 Argosy Grand Beach, Inc.,
 its General
partners

					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

							
	 KABUSHIKI GAISHA KEI, LLC

			
	 	 	By:	 	Sunterra Finance Holding Company, its Member
				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
	
	 KGI GRAND BEACH INVESTMENTS, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 KGK LAKE TAHOE DEVELOPMENT, INC.

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 LAKE TAHOE RESORT PARTNERS, LLC

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

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
		
	 By:
	 	 KGK Lake Tahoe Development, Inc.,
 its
Member

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

			
	 MMG DEVELOPMENT CORP.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 PREMIER VACATIONS, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 RESORT MARKETING INTERNATIONAL, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 RESORTS DEVELOPMENT
 INTERNATIONAL, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	 RPM MANAGEMENT, INC.

		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President
	
	SUNTERRA DEVELOPER AND SALES HOLDING COMPANY (f/k/a AVCOM International, Inc.)
		
	 By:
	 	 /s/ Frederick C. Bauman


	 Name:
	 	Frederick C. Bauman
	 Title:
	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

			
	SUNTERRA FINANCIAL SERVICES, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA PACIFIC, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA TRAVEL, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	 SUNTERRA FINANCE HOLDING
 COMPANY

		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA CENTRALIZED SERVICES COMPANY
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	 SUNTERRA MANAGEMENT AND
 EXCHANGE
HOLDING COMPANY

		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	 CLUB SUNTERRA DEVELOPMENT, LLC 
 (f/k/a Club Sunterra, LLC)

		
	 By:
	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 INTERNATIONAL TIMESHARES
 MARKETING, LLC

		
	 By:
	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 RPM MANAGEMENT, LLC

		
	 By:
	 	 Sunterra Management and Exchange
 Holding
Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	 SUNTERRA DAYTONA DEVELOPMENT,
 LLC (f/k/a Sunterra Bent Creek Golf Course Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA HILTON HEAD
 DEVELOPMENT,
LLC (f/k/a Sunterra Bent
 Creek Village Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA COMMUNICATIONS, LLC
		
	By:	 	 Sunterra Management and Exchange
 Holding
Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CORAL SANDS
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	SUNTERRA CYPRESS POINTE I DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA CYPRESS POINTE II DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA CYPRESS POINTE III DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 CLUB SUNTERRA DEVELOPMENT
 CALIFORNIA, LLC (f/k/a Sunterra East
 Marketing, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	 SUNTERRA FALL CREEK
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA GRAND BEACH I DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA GRAND BEACH II DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA GREENSPRINGS DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	 SUNTERRA EPIC MORTGAGE
 HOLDINGS,
LLC (f/k/a Sunterra KGK Partners
 Finance, LLC)

		
	By:	 	 Sunterra Finance Holding Company, its
 Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA KALLOF PLACE DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company., its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA LAKE TAHOE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA PALM SPRINGS
 DEVELOPMENT,
LLC (f/k/a Sunterra North
 Marketing, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	 SUNTERRA POCO DIABLO
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SCOTTSDALE
 DEVELOPMENT,
LLC (f/k/a Sunterra Poipu
 GP Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA LAS VEGAS DEVELOPMENT, LLC (f/k/a Sunterra Polynesian Isles
 Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA PORT ROYAL
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President


  
  







 Tranche A Loan Note (1 of 2) 
  

					
	SUNTERRA POWHATAN DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RESIDUAL ASSETS
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RIDGE ON SEDONA
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RIDGE POINTE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	 SUNTERRA SAN LUIS BAY
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA SANTA FE DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA SEDONA SPRINGS DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA SEDONA SUMMIT DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	 SUNTERRA CITRUS SHARE HOLDING,
 LLC
(f/k/a Sunterra South Marketing, LLC)

		
	By:	 	Sunterra Corporation, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA ST. CROIX DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA STEAMBOAT
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA TAHOE BEACH & SKI
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	 SUNTERRA VILLA MIRAGE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA VILLAS OF SEDONA
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA RESIDUAL ASSETS FINANCE, LLC
		
	By:	 	 Sunterra Finance Holding
 Company, its
Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	SUNTERRA RESIDUAL ASSETS M&E, LLC
		
	By:	 	Sunterra Management and Exchange Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	CLUB SUNTERRA DEVELOPMENT II, LLC (f/k/a Sunterra Texas Development, LLC)
		
	By:	 	Sunterra Developer and Sales Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA MORTGAGE HOLDINGS, LLC
		
	By:	 	Sunterra Finance Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CENTRALIZED SERVICES
 GLOBAL, LLC

		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche A Loan Note (1 of 2) 
  

					
	 SUNTERRA CENTRALIZED SERVICES
 NEVADA, LLC

		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CENTRALIZED SERVICES
 USA,
LLC

		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	EPIC DECLARANT, INC.
		
	By:	 	 /s/ Michael Westfall


	Name:	 	Michael Westfall
	Title:	 	President
	
	EPIC RESIDUAL ASSETS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA WEST MAUI DEVELOPMENT, LLC (f/k/a Sunterra West Marketing, LLC)
		
	By:	 	Sunterra Developer and Sales Holding Company, its manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Frederick C. Bauman
	 	 	Its:	 	Vice President









 Tranche A Loan Note (1 of 2) 

							
	 RESORT MANAGEMENT
 INTERNATIONAL,
INC.

		
	By:	 	 /s/ Frederick C. Bauman


	 	 	Frederick C. Bauman
	Its:	 	Vice President
	
	WEST MAUI RESORT PARTNERS, L.P.
		
	By:	 	Signature Capital-West Maui LLC
	Its:	 	Managing general partner
			
	 	 	By:	 	 Sunterra Developer and Sales
 Holding
Company, its sole member and manager

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Frederick C. Bauman
	 	 	 	 	Its:	 	Vice President
	
	SIGNATURE CAPITAL-WEST MAUI, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its sole member and manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Frederick C. Bauman
	 	 	Its:	 	Vice President









 3Tranche A Loan Note (1 of 1) 
  

			
	EPIC MASTER FUNDING CORPORATION
		
	By:	 	 /s/ Michael S. Westfall


	 	 	Michael S. Westfall
	Its:	 	Vice President
	
	AKGI POIPU INVESTMENTS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	 	 	Frederick C. Bauman
	Its:	 	Vice President


  

									
	POIPU RESORT PARTNERS, LP
			
	 	 	By:	 	Argosy/KGI Poipu Investment Partnership, LP
	 	 	Its:	 	Managing general partner
				
	 	 	 	 	By:	 	AKGI Poipu Investments, Inc.
	 	 	 	 	Its:	 	Sole general partner
					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	 	 	Frederick C. Bauman
	 	 	 	 	 	 	Its:	 	Vice President








 TRANSACTIONS 
 ON 
 TRANCHE A LOAN NOTE 
  

									
	     Date    

	  	 Amount of
 Loan Made
 This Date

	  	 Amount of
 Principal Paid
 This Date

	  	 Outstanding
 Principal
 Balance
 This Date

	  	 Notation
 Made By










 AMENDED AND RESTATED TRANCHE B LOAN NOTE 
  
 THIS PROMISSORY NOTE AMENDS AND RESTATES IN ITS ENTIRETY THAT CERTAIN PROMISSORY NOTE DATED
AS OF FEBRUARY 13, 2004 MADE BY BORROWERS (AS DEFINED HEREIN) TO PAYEE (AS DEFINED HEREIN) (THE “ORIGINAL NOTE”); PROVIDED, THIS PROMISSORY NOTE IS GIVEN SOLELY IN SUBSTITUTION OF THE ORIGINAL NOTE AND NOT IN REPAYMENT OR
SATISFACTION THEREOF. 
  
 July 28, 2005 
 New York, New York 
  
 FOR VALUE RECEIVED, THE PERSONS SIGNATORY HERETO (each, a “Borrower”), jointly and severally promise to MERRILL LYNCH MORTGAGE
LENDING, INC. (“Payee”) or its registered assigns, on or before July 31, 2007 the lesser of (a) ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) and (b) the unpaid principal amount of all advances made by Payee to
the Borrowers as Tranche B Loans under the Loan Agreement referred to below. 
  
 The Borrowers jointly and severally also promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Loan Agreement, dated as of July 29, 2002 (as amended by Amendment No. 1, dated as of December 20, 2002, Amendment No. 2, dated as of February 13, 2005, Amendment No. 3, dated as of July 7, 2004 and Amendment No.
4, dated as of the even date hereof, as it may be further amended, supplemented or otherwise modified, the “Loan Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and
among Sunterra Corporation, a Maryland corporation (the “Parent”), the subsidiaries of the Parent listed on Schedule I thereto, the financial institutions from time to time party thereto and Merrill Lynch Mortgage Capital Inc., a
Delaware corporation, as administrative and collateral agent for the Lenders. 
  
 This Note is one of the “Tranche B Loan Notes” in the aggregate principal amount of $150,000,000 and is issued pursuant to and entitled to the benefits of the Loan Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid. 
  
 All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the
Payment Office of Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Loan Agreement. Unless and until an Assignment and Acceptance effecting the assignment or transfer of the
obligations evidenced hereby shall have been accepted by Agent and recorded in the Register, the Borrowers, the Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby.
Payee 







 hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation
hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make a notation of any payment made on this Note shall not limit or otherwise
affect the obligations of the Borrowers hereunder with respect to payments of principal of or interest on this Note. 
  
 This Note is subject to mandatory prepayment and to prepayment at the option of the Borrowers, each as provided in the Loan Agreement. 
  
 THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWERS AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF. 
  
 Upon the occurrence of an Event of Default, the
unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement.

  
 The terms of this Note are subject to amendment only in the
manner provided in the Loan Agreement. 
  
 This Note is subject to
restrictions on transfer or assignment as provided in the Loan Agreement. 
  
 No reference herein to the Loan Agreement and no provision of this Note or the Loan Agreement shall alter or impair the obligations of the Borrowers, which are absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency herein prescribed. 
  
 The Borrowers promise to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Loan Agreement, incurred in the
collection and enforcement of this Note. The Borrowers and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and,
except as expressly provided in the Loan Agreement, notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder. 







 IN WITNESS WHEREOF, each of the Borrowers has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the place first written above. 
  
 [signature pages in separate document] 







 Tranche B Loan Note (1 of 1) 
  

			
	BORROWERS:
	
	SUNTERRA CORPORATION
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President



			
	
	AKGI LAKE TAHOE INVESTMENTS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	AKGI ST. MAARTEN, NV
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	ARGOSY GRAND BEACH, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	ARGOSY PARTNERS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	 ARGOSY/KGI GRAND BEACH
 INVESTMENT
PARTNERSHIP

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

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
		
	By:	 	 Argosy Partners, Inc.,
 Its General
Partner

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
		
	By:	 	 KGI Grand Beach Investments Inc.,
 its
Managing General Partner

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	CLUB SUNTERRA, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	GEORGE ACQUISITION SUBSIDIARY, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

							
	GRAND BEACH PARTNERS, L.P.
		
	By:	 	 Argosy/KGI Grand Beach Investment
     Partnership, its General Partner

			
	 	 	By:	 	 Argosy Partners, Inc.,
     its General partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
			
	 	 	By:	 	 Argosy Grand Beach, Inc.,
     its General partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
			
	 	 	By:	 	 KGI Grand Beach Investments,
 Inc.

its Managing General Partner

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

									
	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/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President
				
	 	 	 	 	By:	 	Argosy Partners, Inc.,
					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President
				
	 	 	 	 	By:	 	 Argosy Grand Beach, Inc.,
 its General
partners

					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

							
	KABUSHIKI GAISHA KEI, LLC
			
	 	 	By:	 	 Sunterra Finance Holding Company,
 its
Member

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Name:	 	Frederick C. Bauman
	 	 	 	 	Title:	 	Vice President
	
	KGI GRAND BEACH INVESTMENTS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	KGK LAKE TAHOE DEVELOPMENT, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	LAKE TAHOE RESORT PARTNERS, LLC
		
	By:	 	 AKGI Lake Tahoe Investments, Inc.,
its Managing Member

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
		
	By:	 	 KGK Lake Tahoe Development, Inc.,
its Member

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

			
	MMG DEVELOPMENT CORP.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	PREMIER VACATIONS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	 RESORT MARKETING INTERNATIONAL,
     INC.

		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	RESORTS DEVELOPMENT INTERNATIONAL, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	RPM MANAGEMENT, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA DEVELOPER AND SALES HOLDING COMPANY (f/k/a AVCOM International, Inc.)
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

			
	SUNTERRA FINANCIAL SERVICES, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA PACIFIC, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA TRAVEL, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	 SUNTERRA FINANCE HOLDING
 COMPANY

		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA CENTRALIZED SERVICES COMPANY
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	SUNTERRA MANAGEMENT AND EXCHANGE HOLDING COMPANY
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	 CLUB SUNTERRA DEVELOPMENT, LLC
 (f/k/a
Club Sunterra, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	INTERNATIONAL TIMESHARES MARKETING, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	RPM MANAGEMENT, LLC
		
	By:	 	 Sunterra Management and Exchange
 Holding
Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	 SUNTERRA DAYTONA DEVELOPMENT,
 LLC
(f/k/a Sunterra Bent Creek Golf Course Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA HILTON HEAD
 DEVELOPMENT,
LLC (f/k/a Sunterra Bent
 Creek Village Development, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA COMMUNICATIONS, LLC
		
	By:	 	 Sunterra Management and Exchange
 Holding
Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CORAL SANDS
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	 SUNTERRA CYPRESS POINTE I
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CYPRESS POINTE II
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CYPRESS POINTE III
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 CLUB SUNTERRA DEVELOPMENT 
 CALIFORNIA, LLC (f/k/a Sunterra East
 Marketing, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	 SUNTERRA FALL CREEK
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA GRAND BEACH I
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA GRAND BEACH II
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA GREENSPRINGS
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	 SUNTERRA EPIC MORTGAGE
 HOLDINGS,
LLC (f/k/a Sunterra KGK Partners
 Finance, LLC)

		
	By:	 	Sunterra Finance Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA KALLOF PLACE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA LAKE TAHOE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA PALM SPRINGS
 DEVELOPMENT,
LLC (f/k/a Sunterra North
 Marketing, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	SUNTERRA POCO DIABLO DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SCOTTSDALE DEVELOPMENT, LLC (f/k/a Sunterra Poipu
 GP Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA LAS VEGAS DEVELOPMENT, LLC (f/k/a Sunterra Polynesian Isles Development, LLC)
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA PORT ROYAL DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	 SUNTERRA POWHATAN DEVELOPMENT,
 LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RESIDUAL ASSETS
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RIDGE ON SEDONA
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RIDGE POINTE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	 SUNTERRA SAN LUIS BAY
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SANTA FE DEVELOPMENT,
 LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SEDONA SPRINGS
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA SEDONA SUMMIT
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	 SUNTERRA CITRUS SHARE HOLDING,
 LLC (f/k/a Sunterra South Marketing, LLC)

		
	By:	 	Sunterra Corporation, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA ST. CROIX DEVELOPMENT,
 LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA STEAMBOAT
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA TAHOE BEACH & SKI DEVELOPMENT, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	 SUNTERRA VILLA MIRAGE
 DEVELOPMENT,
LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA VILLAS OF SEDONA
 DEVELOPMENT, LLC

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA RESIDUAL ASSETS FINANCE,
 LLC

		
	 By:
	 	 Sunterra Finance Holding Company, its
 Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	SUNTERRA RESIDUAL ASSETS M&E, LLC
		
	By:	 	 Sunterra Management and Exchange
 Holding
Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 CLUB SUNTERRA DEVELOPMENT II,
 LLC (f/k/a Sunterra Texas Development, LLC)

		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its Manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	SUNTERRA MORTGAGE HOLDINGS, LLC
		
	By:	 	Sunterra Finance Holding Company, its Manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CENTRALIZED SERVICES
 GLOBAL, LLC

		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

					
	SUNTERRA CENTRALIZED SERVICES NEVADA, LLC
		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	 SUNTERRA CENTRALIZED SERVICES
 USA,
LLC

		
	By:	 	Sunterra Centralized Services Company
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	Name:	 	Frederick C. Bauman
	 	 	Title:	 	Vice President
	
	EPIC DECLARANT, INC.
		
	By:	 	 /s/ Michael Westfall


	Name:	 	Michael Westfall
	Title:	 	President
	
	EPIC RESIDUAL ASSETS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	Name:	 	Frederick C. Bauman
	Title:	 	Vice President
	
	 SUNTERRA WEST MAUI DEVELOPMENT,
 LLC (f/k/a Sunterra West Marketing, LLC)

		
	By:	 	Sunterra Developer and Sales Holding Company, its manager
			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Frederick C. Bauman
	 	 	Its:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

							
	 RESORT MANAGEMENT
 INTERNATIONAL,
INC.

		
	By:	 	 /s/ Frederick C. Bauman


	 	 	Frederick C. Bauman
	Its:	 	Vice President
	
	WEST MAUI RESORT PARTNERS, L.P.
		
	By:	 	Signature Capital-West Maui LLC
	Its:	 	Managing general partner
			
	 	 	By:	 	 Sunterra Developer and Sales
 Holding
Company, its sole
 member and manager

				
	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	Frederick C. Bauman
	 	 	 	 	Its:	 	Vice President
	
	SIGNATURE CAPITAL-WEST MAUI, LLC
		
	By:	 	 Sunterra Developer and Sales Holding
 Company, its sole member and manager

			
	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	Frederick C. Bauman
	 	 	Its:	 	Vice President









 Tranche B Loan Note (1 of 1) 
  

			
	EPIC MASTER FUNDING CORPORATION
		
	By:	 	 /s/ Michael S. Westfall


	 	 	Michael S. Westfall
	Its:	 	Vice President
	
	AKGI POIPU INVESTMENTS, INC.
		
	By:	 	 /s/ Frederick C. Bauman


	 	 	Frederick C. Bauman
	Its:	 	Vice President


  

									
	POIPU RESORT PARTNERS, LP
			
	 	 	By:	 	Argosy/KGI Poipu Investment Partnership, LP
	 	 	Its:	 	Managing general partner
				
	 	 	 	 	By:	 	AKGI Poipu Investments, Inc.
	 	 	 	 	Its:	 	Sole general partner
					
	 	 	 	 	 	 	By:	 	 /s/ Frederick C. Bauman


	 	 	 	 	 	 	 	 	Frederick C. Bauman
	 	 	 	 	 	 	Its:	 	Vice President








 TRANSACTIONS 
 ON 
 TRANCHE B LOAN NOTE 
  

									
	 Date

	  	 Amount of
 Loan Made
 This Date

	  	 Amount of
 Principal Paid
 This Date

	  	 Outstanding
 Principal
 Balance
 This Date

	  	 Notation
 Made By