FOURTH AMENDMENT TO
CONSOLIDATED AMENDED AND RESTATED

    LOAN AND SECURITY
AGREEMENT

     

    THIS
FOURTH AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this “Agreement”),
is made as of April 19, 2010, by each of the entities listed on Schedule A attached
hereto (each
individually a “Borrower”
and collectively the “Borrowers”)
in favor of CapitalSource Finance LLC, as administrative, payment and collateral
agent for the benefit of itself and the other Lenders (as hereinafter defined)
(in such capacities, “Agent”),
CapitalSource Bahamas LLC, a Delaware limited liability company, as collateral
agent for the benefit of itself, Agent and the other Lenders (as hereinafter
defined) (in such capacity, “Bahamian
Collateral Agent”),
and the other Lenders (as hereinafter defined) in respect of, and pursuant to,
the terms of that certain Consolidated Amended and Restated Loan and Security
Agreement, dated as of September 15, 2009, among each Borrower, Agent, Bahamian
Collateral Agent and the lenders party thereto (individually and collectively,
“Lenders”),
as modified by this Agreement (as it may be modified or amended to date or
hereafter, the “Loan
Agreement”).  Capitalized terms used herein, but not expressly
defined herein, shall have the meanings given to such terms in the Loan
Agreement.

     

    A.           Amendments
to Loan Agreement

     

    1.           Amendment to Section
1.1.  Effective as of the Effective Date, the definitions of
“Borrowing Base,” “Maximum Loan Amount” and “Net Income (Loss)” set forth in
Section 1.1 are
each hereby amended and restated in their entirety as follows:

     

    “Borrowing
Base— means (a) at all times from the Fourth Amendment Effective
Date through January 31, 2011, an amount equal to the lesser of (i) the result
of (A) the Maximum Loan Amount less (B) the aggregate outstanding amount of
Protective Advances or (ii) seventy-five percent (75%) of the Appraised
Value of all owned Property encumbered by a Mortgage from a Borrower in favor of
Agent or Bahamas Collateral Agent, (b) at all times from February 1, 2011
through April 30, 2011, an amount equal to the lesser of (i) the result of (A)
the Maximum Loan Amount less (B) the aggregate outstanding amount of Protective
Advances or (ii) seventy percent (70%) of the Appraised Value of all owned
Property encumbered by a Mortgage from a Borrower in favor of Agent or Bahamas
Collateral Agent, and (c) to the extent the Maturity Date has been extended
pursuant to Section
2.9, at all times from and after May 1, 2011, an amount equal to the
lesser of (i) the result of (A) the Maximum Loan Amount less (B) the aggregate
outstanding amount of Protective Advances or (ii) sixty-five percent (65%)
of the Appraised Value of all owned Property encumbered by a Mortgage from a
Borrower in favor of Agent or Bahamas Collateral Agent; provided, however, that
on any date on which a mandatory prepayment of the Loan is required to be made
pursuant to Section
2.3(f) hereof, the percentage figures in clauses (a) and (b) of this
definition shall be automatically reduced to sixty-five percent (65%) or such
greater percentage (in no event to exceed the percentage figures set forth in
clauses (a) and (b)) yielded after application to the Loan of amounts required
to be paid under Section
2.3(f).”


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Maximum Loan
Amount—means $95,093,695.23, as such amount may be permanently reduced
from time to time in accordance with Section
2.3.”

     

    “Net Income
(Loss)—means, with respect to any period, the difference between revenues
and expenses as determined in accordance with GAAP, plus the non-refundable
portion of all Deposits to the extent such amounts are not included as revenue
pursuant to GAAP; provided, however,
notwithstanding anything to the contrary in this Agreement or otherwise, Net
Income (Loss) for all purposes of this Agreement shall not include (i) any
adjustment relating to the conversion of PE DC Members (as defined in the
Contribution Agreement) and/or PE Resigning Members (as defined in the
Contribution Agreement) to the Club Membership Plan or (ii) one time expenses
not to exceed $5,200,000 in the aggregate relating solely to the Borrowers’
recognition of non-cash equity compensation expenses in accordance with GAAP in
connection with the deemed full vesting of equity grants to employees of
Borrowers upon consummation of the SAAC Purchase Transaction.”

     

    2.           Amendment to Section
1.1.  Effective as of the Effective Date, Section 1.1 of the
Loan Agreement is hereby amended to add the following definitions thereto in
correct alphabetical order:

     

    “Cash Coverage
Amount—means, at any date of determination, (i) the sum of the Cash
Balance for each of the immediately preceding three (3) calendar months as of
the end of each such month, divided by (ii) three
(3).”

     

    “Fourth Amendment
Effective Date—means April __, 2010.”

     

    “One-Month Debt
Service—means, as of the last day of any calendar month, an amount equal
to one (1) month’s interest on the then-outstanding Indebtedness of Borrowers to
Agent and Lenders under the Loan pursuant to the terms hereof.”

     

    “Three-Month Debt
Service—means, as of the last day of any calendar month, an amount equal
to three (3) months’ interest on the then-outstanding Indebtedness of Borrowers
to Agent and Lenders under the Loan pursuant to the terms hereof.”

     

    “Two-Month Debt
Service—means, as of the last day of any calendar month, an amount equal
to two (2) month’s interest on the then-outstanding Indebtedness of Borrowers to
Agent and Lenders under the Loan pursuant to the terms hereof.”


    
      
         


      

      
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    3.           Amendment to Section
2.3(a)(i).  Effective as of the Effective Date, Section 2.3(a)(i) of
the Loan Agreement is hereby amended and restated in its entirety as
follows:

     

    “(i)           All
payments delivered to Agent, other than (A) as set forth in Section
2.3(a)(ii)(A), Section 2.3(d), Section 2.3(e), Section 2.3(f), Section 2.3(g) and
Section 2.3(h)
hereof and (B) proceeds arising from the sale of Collateral more
particularly set forth in Section 8.2(c)
hereof, in good, immediately available funds in legal tender of the United
States of America, shall be applied to the Obligations by Agent and Lenders as
follows:

     

    first, towards the payment of
fees due Agent or any Lender pursuant to the terms of this Agreement and any
other fees, costs and expenses due Agent or any Lender pursuant to Section 10.2 of
this Agreement,

     

    second, to pay the
outstanding amount of any Protective Advances,

     

    third, towards the payment of
accrued and unpaid interest under this Agreement in respect of the
Loan,

     

    fourth, to the payment of the
principal of the Loan (which payment shall immediately result in a corresponding
permanent reduction in the Maximum Loan Amount), and

     

    fifth, towards the payment of
all other Obligations in any manner determined by Agent in its
discretion.

     

    Interest
accrued on the Loan in respect of any month shall be due and payable on, and
shall be paid by Borrowers no later than, the first Business Day of the
following calendar month.”

     

    4.           Amendment to Section
2.3(a)(ii)(A).  Effective as of the Effective Date, Section 2.3(a)(ii)(A)
of the Loan Agreement is hereby amended and restated in its entirety as
follows:

     

    “(A)           In
the event any Borrower sells or otherwise disposes of any owned Property, such
Borrower shall pay to Agent the applicable Repayment Amount for such Property;
plus the
amount, if any, owed by Borrowers pursuant to Section 2.3(d) after
giving effect to the removal of such Property from the Borrowing Base (if
applicable), and Agent shall apply such payments in accordance with the
provisions set forth in clause fourth of Section 2.3(a)(i)
hereof; provided,
further, that if a Default or an Event of Default exists, such Borrower shall
repay the Loan in an amount equal to the sum of (y) one hundred percent (100%)
of the net proceeds from the disposition of such Property plus (z) the amount,
if any, owed by Borrowers pursuant to Section 2.3(d) after
giving effect to such sale.  Any such payment shall immediately result
in a corresponding permanent reduction in the Maximum Loan
Amount.”


    
      
         


      

      
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    5.           Amendment to Section
2.3(c).  Effective as of the Effective Date, Section 2.3(c) of the
Loan Agreement is hereby amended to add the phrase “(which such prepayment shall
immediately result in a corresponding permanent reduction in the Maximum Loan
Amount)” immediately to the end of the last sentence therein.

     

    6.           Amendment to Section
2.3(d).  Effective as of the Effective Date, Section 2.3(d) of the
Loan Agreement is hereby amended and restated in its entirety as
follows:

     

    “(d)           Borrowing
Base.  If on any date the aggregate original principal amount
of the Loan shall exceed the Borrowing Base on such date, Borrowers shall
promptly pay the amount of such excess to Agent together with interest accrued
thereon to (but not including) the date of such payment, and such amounts shall
be applied by Agent when received in good, collected funds as set forth in
clause fourth of Section 2.3(a)(i)
hereof.  Any such payment shall immediately result in a corresponding
permanent reduction in the Maximum Loan Amount.  If the outstanding
principal amount of the Loan shall at any time exceed the Maximum Loan Amount,
Borrowers shall promptly pay the amount of such excess to Agent together with
interest accrued thereon to (but not including) the date of such payment and
such amounts shall be applied by Agent when received in good, collected funds as
set forth in clause fourth of Section 2.3(a)(i)
hereof.”

     

    7.           Amendment to Section
2.3(e).  Effective as of the Effective Date, Section 2.3(e) of the
Loan Agreement is hereby amended and restated in its entirety as
follows:

     

    “(e)           Minimum
Amortization.          Notwithstanding
anything to the contrary in this Agreement, Borrowers shall repay the Loan to
the extent necessary for Borrower to comply with the required mandatory
principal paydowns on the dates and in the cumulative principal amounts set
forth in Schedule 19
attached hereto.  Agent and Lenders shall have no obligation to
release any Liens on any Collateral in connection with such payments (other than
in connection with a payment in full in cash of the
Obligations).  Each such payment shall immediately result in a
corresponding permanent reduction in the Maximum Loan Amount.  Upon
receipt of payment of any Repayment Amount, insurance proceeds, Condemnation
Compensation or mandatory prepayment pursuant to Section 2.3(f), Section 2.3(g) or
Section 2.3(h)
to be credited toward payment of principal of the Loan pursuant to Section 2.3(a)(i)
hereof or pursuant to Section 2.3(f), Section 2.3(g) or
Section 2.3(h)
hereof, as applicable, Agent shall credit the amount actually received to the
next scheduled required amortization payment(s) set forth in Schedule
19.  In the event that, as of the end of each such amortization
period set forth in Schedule 19, the
Repayment Amount(s), insurance proceeds, Condemnation Compensation and/or
mandatory prepayments pursuant to Section 2.3(f), Section 2.3(g) and
Section 2.3(h)
actually collected by Agent through the end of such amortization period is not
sufficient to satisfy the amount of principal reduction payable by Borrower to
Agent and Lenders through the end of such amortization period, Borrower shall
pay to Agent such difference.  In the event that, as of the end of
each such amortization period, the Repayment Amounts, insurance proceeds,
Condemnation Compensation and mandatory prepayments pursuant to Section 2.3(f), Section 2.3(g) and
Section 2.3(h)
collected by Agent during such amortization period are in excess of the amount
necessary to satisfy the required principal reduction payments to be made by
Borrower through such amortization period, the excess amount of such payments
shall be applied to the next succeeding principal payment required pursuant to
Schedule
19.”


    
      
         


      

      
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    8.           Amendment to Section
2.3(f).  Effective as of the Effective Date, Section 2.3(f) of the
Loan Agreement is hereby amended and restated in its entirety as
follows:

     

    “(f)           SAAC Purchase
Transaction; Other Equity Sales or Issuances.  Notwithstanding
anything to the contrary in this Agreement, within one (1) Business Day
following consummation of the SAAC Purchase Transaction, any other sale of
equity interests of Holdings by Ultimate Holdings or SAAC to a third party, any
sale of equity interests of Ultimate Holdings by Ultimate Resort to any third
party or any issuance of equity interests of Holdings, Ultimate Holdings or SAAC
to any third party, Borrowers shall prepay the Loan in an amount equal to
twenty-five percent (25%) of the Net Proceeds of the SAAC Purchase Transaction
or such other sale or issuance of equity interests of Holdings paid to Holdings,
Ultimate Holdings and/or any Company Affiliate of Ultimate Holdings, as
applicable; provided, that in no event shall the amount prepaid pursuant to this
Section 2.3(f)
exceed the amount required to be paid as of the date of such prepayment to
reduce the principal balance of the Loan to an amount equal to sixty-five
percent (65%) of the Appraised Value of all owned Property encumbered by a
Mortgage from a Borrower in favor of Agent or Bahamas Collateral
Agent.  Any amounts paid pursuant to this Section 2.3(f) shall
be applied to the principal balance of the Loan notwithstanding the provisions
of Section
2.3(a) above and shall immediately result in a corresponding permanent
reduction in the Maximum Loan Amount.”

     

    9.           Amendment to Section
2.3.  Effective as of the Effective Date, Section 2.3 of the
Loan Agreement is hereby amended to add the following subsection (g) to the end
thereto:


    
      
         


      

      
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    “(g)           Membership Sales
and Upgrades.  Notwithstanding anything to the contrary in this
Agreement, Borrowers shall prepay the Loan in an amount equal to the greater of
(i) $500,000 per calendar quarter (which such amount shall be paid on or prior
to the last day of each calendar quarter) and (ii) twenty-five percent (25%) of
the aggregate amount of each Deposit received by Borrowers from a Member after
the Fourth Amendment Effective Date (which amount shall be paid within one (1)
Business Day of Borrowers’ receipt of each such Deposit); provided, that in no
event shall the amount prepaid pursuant to this Section 2.3(g) exceed
the amount required to be paid as of the date of such prepayment to reduce the
principal balance of the Loan to an amount equal to sixty-five percent (65%) of
the Appraised Value of all owned Property encumbered by a Mortgage from a
Borrower in favor of Agent or Bahamas Collateral Agent.  Any amounts
paid pursuant to this Section 2.3(g) shall
be applied to the principal balance of the Loan notwithstanding the provisions
of Section
2.3(a) above and shall immediately result in a corresponding permanent
reduction in the Maximum Loan Amount.”

     

    10.           Amendment to Section
2.3.  Effective as of the Effective Date, Section 2.3 of the
Loan Agreement is hereby amended to add the following subsection (h) to the end
thereto:

     

    “(h)           Deposit Account
Amounts.  On the Fourth Amendment Effective Date, Borrowers
shall pay to Agent the entire Cash Balance of Borrowers on deposit in any
segregated account pursuant to Section 7.20 (as in
effect immediately prior to the Fourth Amendment Effective Date).  Any
amounts paid pursuant to this Section 2.3(h) shall
be applied to the principal balance of the Loan notwithstanding the provisions
of Section
2.3(a) above and shall immediately result in a corresponding permanent
reduction in the Maximum Loan Amount.”

     

    11.           Amendment to Section
2.9.  Effective as of the Effective Date, Section 2.9 of the
Loan Agreement is hereby amended and restated in its entirety as
follows:

     

    “2.9           Extension Term. Borrowers
may request that Agent and Lenders
extend the Maturity Date for two (2) additional twelve (12) calendar month
periods in accordance with the requirements below.  Such extension
requests shall be granted to Borrowers upon the satisfaction of the following
conditions:  (a) Borrowers shall have delivered to Agent a
written request to extend the Maturity Date at least sixty (60), but not more
than ninety (90) calendar days, prior to the expiration of the then-effective
Maturity Date; (b) Borrowers shall have delivered to Agent, for the benefit
of the Lenders, on or before the effectiveness of such extension, an extension
fee equal to one-quarter of one percent (0.25%) of the then Maximum Loan Amount;
(c) at the time of (i) the making of such request and (ii) the expiration
of the then-effective Maturity Date, the principal balance of the Loan shall be
equal to or less than sixty-five percent (65%) of the Appraised Value of all
owned Property encumbered by a Mortgage from a Borrower in favor of Agent or
Bahamas Collateral Agent, (d) no Default or Event of Default shall have occurred
at the time of making the extension request or the commencement of the extension
term of the Loan; (e) Borrowers shall have executed any agreements,
documents or amendments to this Agreement and the other Loan Documents
reasonably requested by Agent in connection with such extension; (f) during
the extended term of the Loan, all terms and conditions of the Loan Documents
(other than the original Maturity Date or this extension option) shall continue
to apply; and (g) Borrowers shall pay all out-of-pocket costs and expenses
incurred by Agent in connection with such extension of the Loan including
Agent’s reasonable attorneys’ fees.”

     

    
      
        
        

      

      
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    12.           Amendment to Section
7.20.  Effective as of the Effective Date, Section 7.20 of the
Loan Agreement is hereby amended and restated in its entirety as
follows:

     

    “7.20     Cash
Coverage. Borrowers,
on a consolidated basis, shall (i) as of June 30, 2010, and at all times through
September 29, 2010, have a Cash Coverage Amount of not less than One-Month Debt
Service, (ii) as of September 30, 2010, and at all times through December 30,
2010, have a Cash Coverage Amount of not less than Two-Month Debt Service, and
(iii) as of December 31, 2010, and at all times thereafter, have a Cash Coverage
Amount of not less than Three-Month Debt Service.”

     

    13.           Amendment to Schedule
19.  Effective as of the Effective Date, Schedule 19 to the
Loan Agreement is hereby amended and restated in its entirety in the form of
Exhibit A attached hereto.

     

    B.           Conditions
Precedent.

     

    The
effectiveness of this Agreement is subject to the satisfaction of the following
conditions precedent in a manner satisfactory to Agent, unless specifically
waived in writing by Agent (the date on which all such conditions are satisfied
or waived being the “Effective
Date”):

     

    (a)           Agent
shall have received this Agreement, duly executed by each of the parties
hereto.

     

     (c)           The
representations and warranties contained herein and in the Loan Agreement, as
amended hereby, and the Loan Documents, shall be true and correct in all
material respects as of the date hereof, as if made on the date hereof, except
for representations and warranties that speak as to a particular date, in which
case such representations and warranties shall be true and correct in all
material respects as of such applicable date.


    
      
         


      

      
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    (d)           After
giving effect to this Agreement, no Default or Event of Default shall have
occurred and be continuing, unless such Default or Event of Default has been
otherwise specifically waived in writing by Agent.

     

    (e)           All
documents, instruments and other legal matters in connection with the execution
of this Agreement shall be satisfactory in form and substance to Agent and its
counsel.

     

    C.           Limited
Waiver.

     

    As of April 1, 2010, and until the
date immediately prior to the date hereof, the aggregate outstanding principal
amount of the Loan exceeded the Borrowing Base.  In connection with
the foregoing, Borrowers failed to comply with the provisions set forth in Section 2.3(d) of the
Loan Agreement requiring Borrowers to promptly pay the amount of such excess to
Agent together with interest accrued thereon (the “Specified
Default”).  The Specified Default constitutes an Event of
Default under Section
8.1(a) of the Loan Agreement (the “Specified Event of
Default”).  As a result, Agent, Bahamian Collateral Agent and
Lenders have the right to exercise any and all rights and remedies available to
them at law or in equity, including, without limitation, the rights and remedies
set forth in the Loan Agreement.  Notwithstanding the foregoing, Agent
and Lenders hereby agree to waive the Specified Event of Default solely as it
relates to Borrowers failing to comply with the provisions set forth in Section 2.3(d) of the
Loan Agreement at any time between April 1, 2010 and the date immediately prior
to the date hereof.

    


    Borrowers are hereby notified that
irrespective of (i) any waivers or consents previously granted by Agent,
Bahamian Collateral Agent and Lenders regarding the Loan Agreement and any other
Loan Document, (ii) any previous failures or delays of Agent, Bahamian
Collateral Agent and/or Lenders in exercising any right, power or privilege
under the Loan Agreement or any other Loan Document, or (iii) any previous
failures or delays of Agent, Bahamian Collateral Agent and/or Lenders in the
monitoring or in the requiring of compliance by Borrowers with the duties,
obligations, and agreements of Borrowers in the Loan Agreement and the other
Loan Documents, Borrowers will be expected to comply strictly with their duties,
obligations and agreements under the Loan Agreement and the other Loan
Documents.


    
      
         


      

      
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    Except as expressly set forth herein,
nothing contained in this Agreement or any other communication between Agent,
Bahamian Collateral Agent and/or Lenders and the Borrowers shall be a waiver of
any past, present or future violation, Default or Event of Default of Borrowers
under the Loan Agreement or any other Loan Documents (including, without
limitation, any continuation beyond the date hereof of any violations described
above (it being understood that the continued existence of facts which as of the
date hereof cease, by virtue of an amendment herein, to constitute violations,
shall not be deemed to be such a continuation)).  Similarly, Agent,
Bahamian Collateral Agent and Lenders hereby expressly reserve any rights,
privileges and remedies under the Loan Agreement and each Loan Document that
Agent, Bahamian Collateral Agent and Lenders may have with respect to each
violation, Default or Event of Default, and any failure by Agent, Bahamian
Collateral Agent and/or Lenders to exercise any right, privilege or remedy as a
result of the violations set forth above shall not directly or indirectly in any
way whatsoever either (i) impair, prejudice or otherwise adversely affect
the rights of Agent, Bahamian Collateral Agent and/or Lenders, except as set
forth herein, at any time to exercise any right, privilege or remedy in
connection with the Loan Agreement or any other Loan Documents, (ii) amend
or alter any provision of the Loan Agreement or any other Loan Documents or any
other contract or instrument, or (iii) constitute any course of dealing or
other basis for altering any obligation of Borrowers or any rights, privilege or
remedy of Agent, Bahamian Collateral Agent, and/or Lenders under the Loan
Agreement or any other Loan Documents or any other contract or
instrument.  Nothing in this Agreement shall be construed to be a
consent by Agent, Bahamian Collateral Agent, and/or Lenders to any prior,
existing or future violations of the Loan Agreement or any other Loan Document
(including, without limitation, any continuation beyond the date hereof of any
violations described above (it being understood that the continued existence of
facts which as of the date hereof cease, by virtue of an amendment herein, to
constitute violations, shall not be deemed to be such a
continuation)).

     

    D.           Ratifications,
Representations and Warranties.

    


    1.           Ratifications.  The
terms and provisions set forth in this Agreement shall modify and supersede all
inconsistent terms and provisions set forth in the Loan Agreement and the other
Loan Documents, and, except as expressly modified and superseded by this
Agreement, the terms and provisions of the Loan Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect.  Each Borrower and Agent agree that the Loan Agreement and the
other Loan Documents, as amended hereby, shall continue to be legal, valid,
binding and enforceable in accordance with their respective terms.

     

    2.           Representations and
Warranties.  Each Borrower hereby represents and warrants to
Agent that (a) the execution, delivery and performance of this Agreement and any
and all Loan Documents executed and/or delivered in connection herewith have
been authorized by all requisite corporate action on the part of such Borrower
and will not violate the organizational documents or governing documents of such
Borrower; (b) the representations and warranties contained in the Loan
Agreement, as amended hereby, and any other Loan Document are true and correct
in all material respects on and as of the date hereof and on and as of the date
of execution hereof as though made on and as of each such date (except for
representations and warranties that speak as to a particular date, in which case
such representations and warranties shall be true and correct in all material
respects as of such applicable date); (c) after giving effect to this Agreement,
no Default or Event of Default under the Loan Agreement, as amended hereby, has
occurred and is continuing, unless such Default or Event of Default has been
specifically waived in writing by Agent; and (d) after giving effect to the
amendments, contemplated by this Amendment, such Borrower is in full compliance
with all covenants and agreements contained in the Loan Agreement and the other
Loan Document; (e) such Borrower has not amended its organizational documents or
its governing documents since the date of the Loan Agreement (other than (i)
Ultimate New York Trp International, LLC, a Delaware limited liability company,
for the express purpose of  consummating the transactions contemplated
under the BVG Purchase Agreement and (ii) Holdings in connection with the SAAC
Purchase Transaction).


    
      
         


      

      
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    E           Miscellaneous
Provisions.

    


    1.           Survival of Representations
and Warranties.  All representations and warranties made in the
Loan Agreement or any other Loan Document, including, without limitation, any
document furnished in connection with this Agreement, shall survive the
execution and delivery of this Agreement and the Loan Documents, and no
investigation by Agent or any closing shall affect the representations and
warranties or the right of Agent to rely upon them.

    


    2.           Reference to Loan
Agreement.  Each of the Loan Agreement and the Loan Documents,
and any and all documents or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Loan Agreement, as
amended hereby, are hereby amended so that any reference in the Loan Agreement
and such Loan Document to the Loan Agreement shall mean a reference to the Loan
Agreement, as amended hereby.

    


    3.           Severability.  Any provision of
this Agreement held by a court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of this Agreement and
the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.

    


    4.           Successors and
Assigns.  This Agreement is binding upon and shall inure to the
benefit of Agent and the Borrowers and their respective successors and assigns,
except that the Borrowers may not assign or transfer any of their rights or
obligations hereunder without the prior written consent of Agent.

    


    5.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which when so
executed shall be deemed to be an original, but all of which when taken together
shall constitute one and the same instrument.

    


    6.           Effect of
Waiver.  No consent or waiver, express or implied, by Agent to
or for any breach of or deviation from any covenant or condition by Borrowers
shall be deemed a consent to or waiver of any other breach of the same or any
other covenant, condition or duty.

    


    7.           Headings.  The
headings, captions, and arrangements used in this Agreement are for convenience
only and shall not affect the interpretation of this Agreement.

    


    8.           Applicable
Law.  This Agreement and all Loan Documents executed pursuant
hereto shall be deemed to have been made and to be performable in and shall be
governed by and construed in accordance with the laws of the State of
Maryland.


    
      
         


      

      
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    9.           
Final
Agreement.  THE LOAN AGREEMENT AND THE LOAN DOCUMENTS, EACH AS
AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF ON THE DATE THIS AGREEMENT IS EXECUTED.  THE
LOAN AGREEMENT AND THE LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.  NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AGREEMENT OF
ANY PROVISION OF THIS AGREEMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT
SIGNED BY THE BORROWERS AND AGENT.

    


    10.           RELEASE.  FOR
AND IN CONSIDERATION OF AGENT’S, BAHAMIAN AGENT’S AND LENDERS’  AGREEMENTS
CONTAINED HEREIN, EACH BORROWER, TOGETHER WITH EACH OF THEIR RESPECTIVE PARENTS,
DIVISIONS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS, PARTICIPANTS,
PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE CURRENT AND
FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, AGENTS,
AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, HEIRS, AND
ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, “RELEASORS”) HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER WAIVES AND
DISCHARGES  AGENT, BAHAMIAN COLLATERAL AGENT, LENDERS  AND EACH
OF THEIR PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS,
PARTICIPANTS, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR CURRENT
AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS,
AGENTS, AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS,
HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “RELEASED PARTIES”)
FROM ALL POSSIBLE CLAIMS, COUNTERCLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR
CONDITIONAL, OR AT LAW OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART
ON OR BEFORE THE DATE THIS LETTER AGREEMENT IS EXECUTED THAT ANY OF THE
RELEASORS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY,
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ARISING 
DIRECTLY OR INDIRECTLY FROM ANY PRIOR OR EXISTING AGREEMENTS BETWEEN RELEASORS
AND RELEASED PARTIES, ANY OF THE LOAN DOCUMENTS, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER ANY OF THE LOAN DOCUMENTS, AND/OR NEGOTIATION FOR AND EXECUTION
OF THIS  LETTER AGREEMENT , INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE.  EACH OF THE
RELEASORS  WAIVES THE BENEFITS OF ANY LAW WHICH MAY PROVIDE IN SUBSTANCE:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE DEBTOR.” EACH
OF THE RELEASORS UNDERSTANDS THAT THE FACTS WHICH IT BELIEVES TO BE TRUE AT THE
TIME OF MAKING THE RELEASE PROVIDED FOR HEREIN MAY LATER TURN OUT TO BE
DIFFERENT THAN IT NOW BELIEVES, AND THAT INFORMATION WHICH IS NOT NOW KNOWN OR
SUSPECTED MAY LATER BE DISCOVERED.  EACH OF THE RELEASORS ACCEPTS THIS
POSSIBILITY, AND EACH OF THEM ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE
DIFFERENT AND NEW INFORMATION BEING DISCOVERED; AND EACH OF THEM FURTHER AGREES
THAT THE RELEASE PROVIDED FOR HEREIN SHALL IN ALL RESPECTS CONTINUE TO BE
EFFECTIVE AND NOT SUBJECT TO TERMINATION OR RESCISSION BECAUSE OF ANY DIFFERENCE
IN SUCH FACTS OR ANY NEW INFORMATION.

     

    [Remainder
of page blank; Signatures follow]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF this Agreement was executed as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    BORROWER:

                                  
	 
	
                                    ULTIMATE
      ESCAPES HOLDINGS, LLC,

                                  
	
                                    a
      Delaware limited liability company

                                  
	 	 
	
                                    By:

                                  	 
      
	
                                    Name:

                                  	 
      
	
                                    Title:

                                  	 
      
	 
      
	
                                    P&J
      PARTNERS, LLC,

                                  
	
                                    a
      Delaware limited liability company

                                  
	 
      
	
                                    By:

                                  	
                                    ULTIMATE
      ESCAPES HOLDINGS, LLC, a Delaware limited liability
  company

                                  
	 
      	 
      
	
                                    By:

                                  	 
      
	
                                    Name:

                                  	 
      
	
                                    Title:

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        	
                SNOWFLAKE
      INVESTMENTS I, LLC,

              
	
                a
      Delaware limited liability company

              
	
                TAHOE
      INVESTMENTS I, LLC,

              
	
                a
      Delaware limited liability company

              
	
                CABO
      INVESTMENTS I, LLC,

              
	
                a
      Delaware limited liability company

              
	
                MAHOGANY
      RUN INVESTMENTS I, LLC,

              
	
                a
      Delaware limited liability company

              
	
                CANDLEWOOD
      INVESTMENTS I, LLC,

              
	
                a
      Delaware limited liability company

              
	
                SUNNY
      ISLES INVESTMENTS I, LLC

              
	
                A
      Delaware limited liability company

              
	
                ULTIMATE
      SCOTTSDALE ROCKS, LLC,

              
	
                a
      Delaware limited liability company

              
	
                ULTIMATE
      BEAVER CREEK, LLC,

              
	
                a
      Delaware limited liability company

              
	
                ULTIMATE
      INDIAN ROCKS BEACH, LLC,

              
	
                a
      Delaware limited liability company

              
	
                ULTIMATE
      KEY WEST, LLC,

              
	
                a
      Delaware limited liability company

              
	
                ULTIMATE
      LAKE LAS VEGAS, LLC,

              
	
                a
      Delaware limited liability company

              
	
                ULTIMATE
      SCOTTSDALE, LLC,

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      LAKE TAHOE, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      COLORADO, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      TELLURIDE MOUNTAIN VILLAGE, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      NAPLES STRADA BELLA, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      NAPLES MONTEVERDE, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      PALM BEACH OCEAN, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      MAUI WAILEA BEACH, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      SUN VALLEY MACKENZIE, LLC, a Delaware limited liability
      company

                
	
                  ULTIMATE
      SUN VALLEY PLAZA TOWNHOUSE, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      NEW YORK TRP INTERNATIONAL, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      KIAWAH TURTLE BEACH, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      PARK CITY SILVERLAKE, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  ULTIMATE
      JACKSON HOLE SNAKE RIVER, LLC, a Delaware limited liability
      company

                
	
                  BAHAMAS
      INVESTMENTS I, LLC, a

                
	
                  Delaware
      limited liability company

                
	
                  BAHAMAS
      INVESTMENTS II, LLC, a

                
	
                  Delaware
      limited liability company

                
	
                  BAHAMAS
      INVESTMENTS III, LLC, a

                
	
                  Delaware
      limited liability company

                
	
                  BAHAMAS
      INVESTMENTS IV, LLC, a

                
	
                  Delaware
      limited liability company

                
	
                  CABO
      CASA TORTUGA, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  CABO
      ESPERANZA #1501, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  CABO
      ESPERANZA #1502, LLC,

                
	
                  a
      Delaware limited liability company

                
	
                  CABO
      ESPERANZA #1503, LLC,

                
	
                  a
      Delaware limited liability
company

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  CABO
      ESPERANZA #1601, LLC,

                                                                
	
                                                                  a
      Delaware limited liability company

                                                                
	
                                                                  CABO
      ESPERANZA #1602, LLC,

                                                                
	
                                                                  a
      Delaware limited liability company

                                                                
	
                                                                  CABO
      ESPERANZA #1603, LLC,

                                                                
	
                                                                  a
      Delaware limited liability company

                                                                
	
                                                                  CABO
      VILLA DEL SOL, LLC,

                                                                
	
                                                                  a
      Delaware limited liability company

                                                                
	
                                                                  CABO
      VILLA ETERNIDAD, LLC,

                                                                
	
                                                                  a
      Delaware limited liability company

                                                                
	
                                                                  CABO
      SAN LUCAS VILLA PARAISO, LLC,

                                                                
	
                                                                  a
      Delaware limited liability company

                                                                
	
                                                                  ULTIMATE
      NEVIS INVESTMENTS, LLC,

                                                                
	
                                                                  a
      Delaware limited liability company

                                                                
	 
      	 
      
	
                                                                  By:

                                                                	
                                                                  UE
      MEMBER, LLC,

                                                                
	 
      	
                                                                  a
      Delaware limited liability company

                                                                
	 
      	 
      
	
                                                                  By:

                                                                	 
      
	
                                                                  Name:

                                                                	 
      
	
                                                                  Title:

                                                                	 
      
	 
      	 
      
	
                                                                  PRIVATE
      RETREATS PARADISO, LTD.,

                                                                
	
                                                                  a
      Nevis International Business Company

                                                                
	 
      	 
      
	
                                                                  By:

                                                                	 
      
	
                                                                  Name:

                                                                	 
      
	
                                                                  Title:

                                                                	 
      
	 
      	 
      
	
                                                                  THE
      CENTURY CORPORATION LIMITED,

                                                                
	
                                                                  a
      Nevis corporation,

                                                                
	 
      	 
      
	
                                                                  By:

                                                                	
                                                                  PRIVATE
      RETREATS PARADISO, LTD.,

                                                                
	 
      	
                                                                  a
      Nevis International Business Company

                                                                
	 
      	 
      
	
                                                                  By:

                                                                	 
      
	
                                                                  Name:

                                                                	 
      
	
                                                                  Title:

                                                                	 
      


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
                PRIVATE
      ESCAPES OF STEAMBOAT, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF TAHOE, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF JACKSON HOLE, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF KIAWAH, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF FOX ACRES, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES LA PLAYA, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF LAKE OCONEE, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF WAIKOLOA, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF WAIKOLOA II, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF CURRITUCK, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES LA COSTA, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF CABO, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES LA QUINTA I, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES LA QUINTA II, LLC,

              
	
                 a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF STOWE, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES OF ONE CENTRAL PARK

                WEST,
      LLC,

              
	
                a
      New York limited liability company

              
	
                PRIVATE
      ESCAPES OF CHICAGO, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES 1600 BROADWAY, LLC,

              
	
                a
      New York limited liability company

              
	
                PRIVATE
      ESCAPES VILLA 304, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES PLATINUM OF COPPER

                MOUNTAIN,
      LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES PLATINUM KIAWAH,

                LLC,

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES PLATINUM CURRITUCK,

                LLC,
      a Colorado limited liability company

              
	
                PRIVATE
      ESCAPES PLATINUM LA COSTA,

                LLC,
      a Colorado limited liability company

              
	
                PRIVATE
      ESCAPES PLATINUM CABO, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES PLATINUM LAKE

                GEORGE,
      LLC,

              
	
                a
      New York limited liability company

              
	
                PRIVATE
      ESCAPES OF LA QUINTA

                PLATINUM,
      LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES PLATINUM ONE

                CENTRAL
      PARK WEST, LLC,

              
	
                a
      New York limited liability company

              
	
                PRIVATE
      ESCAPES PLATINUM TCI, LLC,

              
	
                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES PLATINUM TELLURIDE,

                LLC,
      a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES PLATINUM CHICAGO, LLC,

                a
      Colorado limited liability company

              
	
                PRIVATE
      ESCAPES LINK, LLC

              
	
                a
      Colorado limited liability
company

              


      

    

    


    
      
        	
                By:

              	
                UE
      MEMBER, LLC, a Delaware limited

                liability
      company and manager of the above

                named
      entities

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	
                Name: 

              	
                  

              
	 
      	
                Title:

              	
                  

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    AGENT AND
      LENDERS:

                  
	 
      
	
                    CAPITALSOURCE
      FINANCE LLC,

                  
	
                    a
      Delaware limited liability company, as Agent

                  
	 
      
	
                    By:

                  	
                       

                  
	
                    Name: 

                  	
                       

                  
	
                    Title:

                  	
                       

                  
	 
      
	
                    CAPITALSOURCE
      BAHAMAS LLC,

                  
	
                    a
      Delaware limited liability company, as Collateral Agent

                    and
      as a Lender

                  
	 
      	 
      
	
                    By:

                  	
                       

                  
	
                    Name: 

                  	
                       

                  
	
                    Title:

                  	
                       

                  
	 
      
	
                    CAPITALSOURCE
      BANK,

                  
	
                    a
      California industrial bank, as a Lender

                  
	 
      
	
                    By:

                  	
                       

                  
	
                    Name:

                  	
                       

                  
	
                    Title:

                  	
                       

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
A

    


    PRIVATE
ESCAPES PREMIERE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PINNACLE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF STEAMBOAT, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF TAHOE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF JACKSON HOLE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF KIAWAH, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF FOX ACRES, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA PLAYA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF LAKE OCONEE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF WAIKOLOA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF WAIKOLOA II, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF CURRITUCK, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA COSTA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF CABO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA QUINTA I, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA QUINTA II, LLC,

     a
Colorado limited liability company

    PRIVATE
ESCAPES OF STOWE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF ONE CENTRAL PARK WEST, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES OF CHICAGO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES 1600 BROADWAY, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES VILLA 304, LLC,

    a
Colorado limited liability company


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    PRIVATE
ESCAPES PLATINUM OF COPPER MOUNTAIN, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM KIAWAH, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CURRITUCK, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM LA COSTA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CABO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM LAKE GEORGE, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES OF LA QUINTA PLATINUM, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM ONE CENTRAL PARK WEST, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES PLATINUM TCI, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM TELLURIDE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CHICAGO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LINK, LLC

    a
Colorado limited liability company

    SNOWFLAKE
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    TAHOE
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    CABO
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    MAHOGANY
RUN INVESTMENTS I, LLC,

    a
Delaware limited liability company

    CANDLEWOOD
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    SUNNY
ISLES INVESTMENTS I, LLC

    A
Delaware limited liability company

    ULTIMATE
SCOTTSDALE, LLC,

    a
Delaware limited liability company

    ULTIMATE
LAKE TAHOE, LLC,

    a
Delaware limited liability company

    ULTIMATE
COLORADO, LLC,

    a
Delaware limited liability company

    ULTIMATE
TELLURIDE MOUNTAIN VILLAGE, LLC,

    a
Delaware limited liability company

    ULTIMATE
NAPLES STRADA BELLA, LLC,

    a
Delaware limited liability company


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    ULTIMATE
NAPLES MONTEVERDE, LLC,

    a
Delaware limited liability company

    ULTIMATE
PALM BEACH OCEAN, LLC,

    a
Delaware limited liability company

    ULTIMATE
MAUI WAILEA BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
SUN VALLEY MACKENZIE, LLC,

    a
Delaware limited liability company

    ULTIMATE
SUN VALLEY PLAZA TOWNHOUSE, LLC,

    a
Delaware limited liability company

    ULTIMATE
NEW YORK TRP INTERNATIONAL, LLC,

     a
Delaware limited liability company

    ULTIMATE
KIAWAH TURTLE BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
PARK CITY SILVERLAKE, LLC,

    a
Delaware limited liability company

    ULTIMATE
JACKSON HOLE SNAKE RIVER, LLC,

    a
Delaware limited liability company

    BAHAMAS
INVESTMENTS I, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENTS II, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENTS III, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENT IV, LLC, a

    Delaware
limited liability company

    CABO CASA
TORTUGA, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1501, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1502, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1503, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1601, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1602, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1603, LLC,

    a
Delaware limited liability company

    CABO
VILLA DEL SOL, LLC,

    a
Delaware limited liability company

    CABO
VILLA ETERNIDAD, LLC,

    a
Delaware limited liability company

    CABO SAN
LUCAS VILLA PARAISO, LLC,

    a
Delaware limited liability company


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    ULTIMATE
NEVIS INVESTMENTS, LLC,

    a
Delaware limited liability company

    ULTIMATE
KEY WEST, LLC

    a
Delaware limited liability company

    ULTIMATE
INDIAN ROCKS BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
SCOTTSDALE ROCKS, LLC,

    a
Delaware limited liability company

    ULTIMATE
BEAVER CREEK, LLC,

    a
Delaware limited liability company

    ULTIMATE
LAKE LAS VEGAS, LLC,

    a
Delaware limited liability company

    PRIVATE
RETREATS PARADISO, LTD.,

    a Nevis
International Business Company

    THE
CENTURY CORPORATION LIMITED,

    a Nevis
corporation

    ULTIMATE
ESCAPES HOLDINGS, LLC,

    a
Delaware limited liability company

    P&J
PARTNERS, LLC,

    a
Delaware limited liability company


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Exhibit
A

     

    Schedule
19

    Minimum
Amortization

     

    If
Borrower has not exercised the extension option set forth in Section
2.9:

     

    
      
        
          
            
              	
                      Date

                    	 	
                      Cumulative Amortization

                    	 
	
                      June
      30, 2010

                    	 	$	10,300,000	 
	
                      December
      31, 2010

                    	 	$	17,800,000	 
	
                      April
      30, 2011

                    	 	
                      Entire
      remaining outstanding

                      principal
      balance of Loan

                    	 


            

          

        

      

    

     

    If
Borrower has exercised the first extension option set forth in Section
2.9:

     

    
      
        
          
            
              	
                      Date

                    	 	
                      Cumulative Amortization

                    	 
	
                      June
      30, 2010

                    	 	$	10,300,000	 
	
                      December
      31, 2010

                    	 	$	17,800,000	 
	
                      June
      30, 2011

                    	 	$	22,800,000	 
	
                      December
      31, 2011

                    	 	$	25,300,000	 
	
                      April
      30, 2011

                    	 	
                      Entire
      remaining outstanding

                      principal
      balance of Loan

                    	 


            

          

        

      

    

     

    If
Borrower has exercised the second extension option set forth in Section
2.9:

     

    
      
        
          
            
              	
                      Date

                    	 	
                      Cumulative Amortization

                    	 
	
                      June
      30, 2010

                    	 	$	10,300,000	 
	
                      December
      31, 2010

                    	 	$	17,800,000	 
	
                      June
      30, 2011

                    	 	$	22,800,000	 
	
                      December
      31, 2011

                    	 	$	25,300,000	 
	
                      June
      30, 2012

                    	 	$	27,800,000	 
	
                      December
      31, 2012

                    	 	$	30,300,000	 
	
                      April
      30, 2013

                    	 	
                      Entire
      remaining outstanding

                      principal
      balance of Loan

                    	 


            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Consent and
Ratification

     

    The
undersigned each hereby consents to the terms of the Fourth Amendment to
Consolidated Amended and Restated Loan and Security Agreement dated as of April
19, 2010 (the “Amendment”)
by and among Borrower (as defined in the Amendment), CapitalSource Finance LLC,
as administrative, payment and collateral agent for itself and the Lenders
(“Agent”)
and the Lenders party thereto (as amended, modified, supplemented and/or
restated from time to time, the “Amendment”).  Terms
not otherwise defined herein shall have the meaning assigned to such terms in
the Amendment.  Each of the undersigned hereby confirms and ratifies
the terms of (a) that certain Amended and Restated Payment and Performance
Guaranty dated as of September 15, 2009 executed by Ultimate Resort, LLC,
Ultimate Resort Holdings, LLC, Private Escapes Holdings, LLC, UE Holdco, LLC, UE
Member, LLC, Ultimate Escapes Clubs, LLC, Ultimate Escapes Elite Club, LLC,
Ultimate Escapes Signature Club, LLC and Ultimate Escape Premiere Club, LLC in
favor of Agent, (b) that certain Consolidated Amended and Restated Indemnity
Guaranty dated as of September 15, 2009  executed by James
Tousignant  in favor of Agent and (c) that certain Consolidated
Amended and Restated Indemnity Guaranty dated as of September 15,
2009  executed by Richard Keith in favor of Agent (collectively, the
“Guaranty
Agreements”), and acknowledges that the Guaranty Agreements are in full
force and effect and ratifies the same, that the guaranteed obligations under
the Guaranty Agreements shall include all obligations now, hereafter or from
time to time arising under the Loan Agreement, as amended by the Amendment, that
the undersigned has no defense, recoupment, counterclaim, set-off or any other
claim to diminish their liability under such document, that the undersigned’s
consent is not required to ensure the effectiveness of the Amendment, and that
no consent by any of the undersigned is required for the effectiveness of any
future amendment, modification, forbearance or other action with respect to the
Obligations, the Collateral, or any of the other Loan Documents.

     

    This
Consent and Ratification shall inure to the benefit of Agent and Lenders and
their respective successors and assigns.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    FOR AND
IN CONSIDERATION OF AGENT’S, BAHAMIAN AGENT’S AND LENDERS’  AGREEMENTS
CONTAINED IN THE AMENDMENT, EACH OF THE UNDERSIGNED, TOGETHER WITH EACH OF THEIR
RESPECTIVE PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS,
PARTICIPANTS, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR
RESPECTIVE CURRENT AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS,
MANAGERS, PARTNERS, AGENTS, AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE
PREDECESSORS, SUCCESSORS, HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY,
“RELEASORS”)
HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER WAIVES AND
DISCHARGES  AGENT, BAHAMIAN COLLATERAL AGENT, LENDERS  AND EACH
OF THEIR PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS,
PARTICIPANTS, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR CURRENT
AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS,
AGENTS, AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS,
HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “RELEASED PARTIES”)
FROM ALL POSSIBLE CLAIMS, COUNTERCLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR
CONDITIONAL, OR AT LAW OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART
ON OR BEFORE THE DATE THIS LETTER AGREEMENT IS EXECUTED THAT ANY OF THE
RELEASORS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY,
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ARISING 
DIRECTLY OR INDIRECTLY FROM ANY PRIOR OR EXISTING AGREEMENTS BETWEEN RELEASORS
AND RELEASED PARTIES, ANY OF THE LOAN DOCUMENTS, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER ANY OF THE LOAN DOCUMENTS, AND/OR NEGOTIATION FOR AND EXECUTION
OF THIS  LETTER AGREEMENT , INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE.  EACH OF THE
RELEASORS  WAIVES THE BENEFITS OF ANY LAW WHICH MAY PROVIDE IN SUBSTANCE:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE DEBTOR.” EACH
OF THE RELEASORS UNDERSTANDS THAT THE FACTS WHICH IT BELIEVES TO BE TRUE AT THE
TIME OF MAKING THE RELEASE PROVIDED FOR HEREIN MAY LATER TURN OUT TO BE
DIFFERENT THAN IT NOW BELIEVES, AND THAT INFORMATION WHICH IS NOT NOW KNOWN OR
SUSPECTED MAY LATER BE DISCOVERED.  EACH OF THE RELEASORS ACCEPTS THIS
POSSIBILITY, AND EACH OF THEM ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE
DIFFERENT AND NEW INFORMATION BEING DISCOVERED; AND EACH OF THEM FURTHER AGREES
THAT THE RELEASE PROVIDED FOR HEREIN SHALL IN ALL RESPECTS CONTINUE TO BE
EFFECTIVE AND NOT SUBJECT TO TERMINATION OR RESCISSION BECAUSE OF ANY DIFFERENCE
IN SUCH FACTS OR ANY NEW INFORMATION.

     

    Executed
as of April __, 2010.

     

    
      
        
          	
                  ULTIMATE
      RESORT, LLC,

                
	
                  a
      Florida limited liability company

                
	 
      
	
                  By:

                	
                  JAMES
      TOUSIGNANT,

                
	 
      	
                  its
      Sole Class A Member

                
	 
      	 
      
	
                  By:

                	
                    

                
	
                  Name: 

                	
                    

                
	
                  Title:

                	
                    

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    ULTIMATE
      RESORT HOLDINGS, LLC,

                  
	
                    a
      Delaware limited liability company

                  
	 
      
	
                    By:

                  	
                      

                  
	
                    Name:

                  	
                      

                  
	
                    Title:

                  	
                      

                  
	 
      
	
                    PRIVATE
      ESCAPES HOLDINGS, LLC,

                  
	
                    a
      Delaware limited liability company

                  
	 
      
	
                    By:

                  	
                      

                  
	
                    Name:

                  	
                      

                  
	
                    Title:

                  	
                      

                  
	 
      
	
                    UE
      HOLDCO, LLC,

                  
	
                    a
      Delaware limited liability company

                  
	
                    UE
      MEMBER, LLC,

                  
	
                    a
      Delaware limited liability company

                  
	
                    ULTIMATE
      ESCAPES CLUBS, LLC,

                  
	
                    a
      Delaware limited liability company

                  
	 
      
	
                    By:

                  	
                    ULTIMATE
      ESCAPES HOLDINGS,

                    LLC,
      a Delaware limited liability

                    company

                  
	 
      	 
      
	
                    By:

                  	
                      

                  
	
                    Name:

                  	
                      

                  
	
                    Title:

                  	
                      

                  
	 
      
	
                    ULTIMATE
      ESCAPES ELITE CLUB, LLC,

                  
	
                    a
      Delaware limited liability company

                  
	
                    ULTIMATE
      ESCAPES SIGNATURE CLUB,

                    LLC,
      a Delaware limited liability company

                  
	
                    ULTIMATE
      ESCAPES PREMEIRE CLUB, LLC,

                  
	
                    a
      Delaware limited liability company

                  
	 	 
	
                    By:

                  	
                    ULTIMATE
      ESCAPES CLUBS, LLC

                  
	 
      	 
      
	
                    By:

                  	
                    ULTIMATE
      ESCAPES HOLDINGS,

                    LLC,
      a Delaware limited liability

                    company

                  
	
                    By:

                  	
                      

                  
	
                    Name:

                  	
                      

                  
	
                    Title:

                  	
                      

                  
	 
      	 
      
	 
      	
                      

                  
	 
      	
                    James
      Tousignant

                  
	 
      	 
      
	 
      	
                      

                  
	 
      	
                    Richard
      Keith