Sunterra Corp Sample Contracts

Sunterra Corp – AGREEMENT AND PLAN OF MERGER among DIAMOND RESORTS, LLC, DRS ACQUISITION CORP. and SUNTERRA CORPORATION AGREEMENT AND PLAN OF MERGER (March 12th, 2007)

AGREEMENT AND PLAN OF MERGER, dated as of March 9, 2007 (the “Agreement”), among Sunterra Corporation, a Maryland corporation (the “Company”), Diamond Resorts, LLC, a Nevada limited liability company (“Parent”), DRS Acquisition Corp., a Maryland corporation and an affiliate controlled by Parent (“Purchaser”) and Stephen J. Cloobeck (“Cloobeck”) (solely for purposes of Section 8.03(d) hereof).

Sunterra Corp – AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF SUNTERRA CORPORATION (March 12th, 2007)

The Amended and Restated Bylaws of Sunterra Corporation (the “Corporation”) are hereby amended by adding the following new Section 12 at the end of Article I:

Sunterra Corp – WAIVER, CONSENT AND AMENDMENT NO. 5 TO LOAN AGREEMENT (February 1st, 2007)

WAIVER, CONSENT AND AMENDMENT NO. 5, dated as of January 26, 2007 (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, Amendment No. 3 (“Amendment No. 3”), dated as of July 7, 2004 and Amendment No. 4 (“Amendment No. 4”), dated as of July 28, 2005 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, 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

Sunterra Corp – FIRST SUPPLEMENTAL INDENTURE (October 12th, 2006)
Sunterra Corp – INDEMNIFICATION AGREEMENT (September 25th, 2006)

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into this ___ day of September, 2006, by and between SUNTERRA CORPORATION, a Maryland corporation (the “Company”), and     (“Indemnitee”).

Sunterra Corp – Sunterra Corporation Announces Delisting Notice From Nasdaq and Informal Inquiry by SEC (July 6th, 2006)

LAS VEGAS, NV -- 07/06/2006 -- Sunterra Corporation (NASDAQ: SNRR) today announced that the Company received a letter from The Nasdaq Stock Market on July 5, 2006, informing the Company that the Nasdaq Listing Qualifications Panel has determined to deny the Company's request for continued inclusion on The Nasdaq National Market and, therefore, to delist the Company's common stock effective with the open of business on Friday, July 7, 2006. This action follows the Company's request to the Panel for a listing exception after the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, with the U.S. Securities and Exchange Commission, which resulted in the Company's non-compliance with Nasdaq's timely filing requirement.

Sunterra Corp – [MACKINAC PARTNERS LETTERHEAD] (June 16th, 2006)

We are pleased to confirm that Sunterra Corporation (the “Company”) has retained Mackinac Partners, LLC (“MP”) on the following basis:

Sunterra Corp – SUNTERRA CORPORATION RECEIVES NON-COMPLIANCE NOTICE FROM (May 17th, 2006)
Sunterra Corp – COMPROMISE AGREEMENT between SUNTERRA EUROPE (GROUP HOLDINGS) PLC and DAVID RONALD HARRIS Dated: 27 April 2006 (May 3rd, 2006)

Sunterra Europe (Group Holdings) plc having its Registered Office at Citrus House, Caton Road, Lancaster, Lancashire, LA1 3UA (the Company) on behalf of itself and all Associated Companies;

Sunterra Corp – FORM OF SUNTERRA CORPORATION RESTRICTED STOCK AGREEMENT (February 14th, 2006)
Sunterra Corp – [Sunterra Letterhead] (October 14th, 2005)

This AMENDMENT NO. 1, dated this              day of September, 2004 (the “Amendment”), to Amended and Restated Employment Agreement dated as of November 19, 2001 (“the Agreement”), between Sunterra Corporation, a Maryland corporation (the “Company”), and Nicholas Benson (the “Executive”).

Sunterra Corp – Sunterra Corporation 2005 Incentive Plan Plan Specifications for Annual Incentive Awards October 1, 2005 (October 14th, 2005)

The Sunterra Corporation 2005 Incentive Plan (“Plan”) was approved by the shareholders of Sunterra Corporation (“Sunterra” or “Company”) at the annual shareholders meeting in February 2005, and the Compensation Committee of the Board of Directors administers the Plan (“Committee”). A variety of awards may be granted under the Plan, including stock awards, cash awards and performance-based awards within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”). The Plan authorizes the Committee to establish more detailed specifications, and other terms and conditions applicable to awards under the Plan, subject to any limitations or restrictions set forth in the Plan. This document sets forth such specifications, terms and conditions applicable to annual incentive awards to be granted to Senior Executives, as well as select other employees. All awards described herein are granted under the Plan and shall be subject to all requirements and limitations set fo

Sunterra Corp – EXECUTIVE RETENTION AGREEMENT (October 14th, 2005)

THIS AGREEMENT is entered into this              day of                     , 2005 (“Effective Date”) by and between SUNTERRA CORPORATION, a                      corporation (“Company”) and                      (“Executive”).

Sunterra Corp – Sunterra Corporation 2005 Incentive Plan Plan Specifications For Performance Share Awards October 1, 2005 (October 14th, 2005)

The Sunterra Corporation 2005 Incentive Plan (“Plan”) was approved by the shareholders of Sunterra Corporation (“Sunterra” or “Company”) at the annual shareholders meeting in February 2005, and the Compensation Committee of the Board of Directors administers the Plan (“Committee”). A variety of awards may be granted under the Plan, including stock awards, cash awards and performance-based awards within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”). The Plan authorizes the Committee to establish terms and conditions of awards under the Plan, subject to any limitations or restrictions applicable to any particular award under the Plan. Pursuant to the terms of the Plan, the Committee desires to establish terms and conditions for Stock Awards intended to qualify as Performance Awards or Performance-Based Awards under the Plan. All awards described herein are granted under the Plan and shall be subject to all requirements and limitations set forth i

Sunterra Corp – AMENDMENT NO. 4 TO LOAN AGREEMENT (August 9th, 2005)

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”).

Sunterra Corp – Sunterra to Acquire Remaining Hawaiian Joint Venture in Kauai (July 14th, 2005)

LAS VEGAS, NV -- 07/14/2005 -- Sunterra Corporation (NASDAQ: SNRR) ("Sunterra" or the "Company") announced today that it has entered into an agreement to acquire the remaining 69.57 percent partnership interest that it does not presently own in Poipu Resort Partners L.P. (the "Partnership"), which owns and operates the oceanfront Embassy Vacation Resort Poipu Point ("EVR Poipu"), on the Hawaiian island of Kauai.

Sunterra Corp – EMPLOYMENT AGREEMENT (June 28th, 2005)

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of this 24th day of May, 2005, and is between Sunterra Corporation, a Maryland corporation (the “Company”), and David Lucas (the “Executive”).

Sunterra Corp – SUNTERRA CORPORATION 2002 STOCK OPTION PLAN (as amended and restated) (December 17th, 2004)
Sunterra Corp – SUNTERRA OWNER TRUST 2004-1, as Issuer SUNTERRA FINANCIAL SERVICES, INC., as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee, Custodian and Back-Up Servicer (December 17th, 2004)

This INDENTURE, dated as of September 1, 2004, is among SUNTERRA OWNER TRUST 2004-1, a statutory trust organized under the laws of the State of Delaware, as issuer (the “Issuer”), Sunterra Financial Services, Inc. (“SFS”), a Nevada corporation, as servicer (the “Servicer”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Indenture Trustee”), as custodian (the “Custodian”) and as back-up servicer (the “Back-Up Servicer”).

Sunterra Corp – ANNEX A STANDARD DEFINITIONS (December 17th, 2004)

equal to the highest short-term unsecured debt ratings of each Rating Agency, provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust Estate to exceed 20% of the sum of the Aggregate Outstanding Note Balance and the aggregate principal amount of all Eligible Investments in the Collection Account, provided, further, that such securities will not be Eligible Investments if they are published as being under review with negative implications from either Rating Agency;

Sunterra Corp – SUNTERRA OWNER TRUST 2004-1 TRUST AGREEMENT Between Sunterra Ownership LLC, as Owner and U.S. Bank Trust National Association, as Owner Trustee Dated as of September 24, 2004 (December 17th, 2004)

SUNTERRA OWNER TRUST 2004-1 TRUST AGREEMENT, dated as of September 24, 2004 (this “Agreement”), by and between Sunterra Ownership LLC, a Delaware limited liabililty company (the “Owner”) and U.S. Bank Trust National Association, a national banking association, as Owner Trustee (the “Owner Trustee”).

Sunterra Corp – SUNTERRA CORPORATION NON-STATUTORY STOCK OPTION AGREEMENT (October 29th, 2004)
Sunterra Corp – AMENDMENT NO. 3 TO LOAN AGREEMENT (August 11th, 2004)

AMENDMENT NO. 3, dated as of July 7, 2004 (this “Amendment”), to that certain Loan Agreement, dated as of July 29, 2002, as amended by Amendment No. 1, dated as of December 20, 2002 and Amendment No. 2, dated as of February 13, 2004 (as amended by Amendments No. 1 and 2, 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”).

Sunterra Corp – REGISTRATION RIGHTS AGREEMENT (May 11th, 2004)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2004 between Sunterra Corporation, a Maryland corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and CRT Capital Group LLC (the “Initial Purchasers”), pursuant to the Purchase Agreement, dated March 23, 2004 (the “Purchase Agreement”), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

Sunterra Corp – LS Interval Ownership Limited (May 11th, 2004)
Sunterra Corp – PLEDGE AGREEMENT (May 11th, 2004)

This PLEDGE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2004 by and among SUNTERRA CORPORATION, a Maryland corporation (the “Grantor”), having its principal executive offices at 3865 West Cheyenne Avenue, North Las Vegas, Nevada 89032 and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), having an office at MAC N9303-120, Sixth Street and Marquette Avenue, Minneapolis, MN 55479, (i) in its capacity as trustee (the “Trustee”) for the holders (the “Holders”) of the Notes (as hereinafter defined) issued by the Grantor under the Indenture referred to below and (ii) in its individual capacity, as securities intermediary (in such capacity, the “Pledged Securities Intermediary”) at its office in Minneapolis c/o: Wells Fargo Bank, N.A., MAC N9303-120, Sixth Street and Marquette Avenue, Minneapolis, MN 55479 (the “Account Office”) with respect to the Pledge Account (as hereinafter defined). Capitalized terms used herein and not otherwise defined herein shall have

Sunterra Corp – EMPLOYMENT AGREEMENT (May 11th, 2004)

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of this 24 day of January 2003, and is made between Sunterra Corporation, a Maryland corporation (the “Company”), and Frederick C. Bauman (the “Executive”).

Sunterra Corp – SUNTERRA CORPORATION 3 3/4% Senior Subordinated Convertible Notes due 2024 INDENTURE Dated as of March 29, 2004 WELLS FARGO BANK, NATIONAL ASSOCIATION TRUSTEE (May 11th, 2004)

INDENTURE dated as of March 29, 2004 between SUNTERRA CORPORATION, a Maryland corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee hereunder (the “Trustee”).

Sunterra Corp – SUNTERRA CORPORATION ANNOUNCES PROPOSED PRIVATE PLACEMENT OF CONVERTIBLE NOTES (March 24th, 2004)

Sunterra Corporation (“Sunterra” or the “Company”) announced that it intends to offer senior subordinated convertible notes due 2024 for gross proceeds of approximately $75 million through an offering within the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Company stated that it expects to grant the initial purchasers a 30-day option to purchase up to an additional $15 million of gross proceeds of notes.

Sunterra Corp – EXECUTION AMENDMENT NO. 1 TO WARRANT AGREEMENT (March 15th, 2004)

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

Sunterra Corp – EXECUTION AMENDMENT NO. 2 TO LOAN AGREEMENT (March 15th, 2004)

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

Sunterra Corp – SUNTERRA CORPORATION 2002 STOCK OPTION PLAN (June 13th, 2003)
Sunterra Corp – NEWS RELEASE (March 7th, 2003)
Sunterra Corp – NEWS RELEASE (February 6th, 2003)
Sunterra Corp – EMPLOYMENT AGREEMENT (November 15th, 2002)

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of this 9th day of September 2002, and is between Sunterra Corporation, a Maryland corporation (the “Company”), and Steven E. West (the “Executive”).