CHESTNUT FARMS, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • Nevada
This LIMITED LABILITY COMPANY AGREEMENT (the “Agreement”) is made as of this 27th day of March 2008, by POTTER’S MILL, INC., a Bahamian International Business Corporation (the “Member”), as the sole member and manager of Chestnut Farms, LLC, a single member Nevada limited liability company.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CLUB SUNTERRA DEVELOPMENT CALIFORNIA, LLCLimited Liability Company Operating Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of CLUB SUNTERRA DEVELOPMENT CALIFORNIA, LLC, a Delaware limited liability company (the “Company”) is made and entered into and shall be effective as of the day of , 2003 (the “Effective Date”), by and among (i) SUNTERRA DEVELOPER AND SALES HOLDING COMPANY, a Delaware corporation (the “Managing Member”) and (ii) any other Person listed on Exhibit A that shall execute a counterpart signature page to this Agreement and whose Capital Contributions (as defined below) have been accepted by the Trustee (as defined below) on behalf of the Trust (as defined below) and by the Managing Member (the “Non-managing Members” and together with the Managing Member, the “Members”). The Managing Member shall own and hold Managing Member Units (as defined below) and the Non-managing Members shall own and hold Non-managing Member Units (as defined below).
DIAMOND RESORTS CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • New York
Diamond Resorts Corporation, a Maryland corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Guggenheim Securities, LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated August 10, 2010 (the “Purchase Agreement”), $425,000,000 aggregate principal amount of its 12.00% Senior Secured Notes due 2018 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by each of the guarantors listed in Schedule I hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof (the “Indenture”), among the Issuer, the Guarantors named therein and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, wit
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CLUB SUNTERRA DEVELOPMENT HAWAII, LLCLimited Liability Company Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of CLUB SUNTERRA DEVELOPMENT HAWAII, LLC, a Delaware limited liability company (the “Company”) is made and entered into and shall be effective as of the 2nd day of February, 2006 (the “Effective Date”), by and among (i) SUNTERRA DEVELOPER AND SALES HOLDING COMPANY, a Delaware corporation (the “Managing Member”) and (ii) any other Person listed on Exhibit A that shall execute a counterpart signature page to this Agreement and whose Capital Contributions (as defined below) have been accepted by the Trustee (as defined below) on behalf of the Trust (as defined below) and by the Managing Member (the “Non-managing Members” and together with the Managing Member, the “Members”). The Managing Member shall own and hold Managing Member Units (as defined below) and the Non-managing Members shall own and hold Non-managing Member Units (as defined below).
OPERATING AGREEMENT OF POLO SUNTERRA DEVELOPMENT, LLC A NEVADA LIMITED LIABILITY COMPANYOperating Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • Nevada
THIS OPERATING AGREEMENT is made effective as of the _ day of May, 2007, by and between DIAMOND RESORTS HOLDINGS, LLC, a Nevada limited liability company (“Holdings”), SUNTERRA LAS VEGAS DEVELOPMENT, LLC, a Delaware limited liability company (“SLVD”) and POLO SUNTERRA DEVELOPMENT, LLC, a Nevada limited liability company (the “Company”).
SUNTERRA SOUTH MARKETING, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made as of this 16th day. of July, 2002, by RESORT MARKETING INTERNATIONAL, INC., a California corporation (“RMI”), as the sole member and manager of Sunterra South Marketing, LLC, a single member Delaware limited liability company.
Dated as of August 13, 2010 12.00% Senior Secured Notes due 2018Passu Intercreditor Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • New York
INDENTURE dated as of August 13, 2010, among DIAMOND RESORTS CORPORATION, a Maryland corporation (the “Issuer”), DIAMOND RESORTS PARENT, LLC, a Nevada limited liability company (the “Company”), DIAMOND RESORTS HOLDINGS, LLC, a Nevada limited liability company (“Intermediate Holdco”), the SUBSIDIARY GUARANTORS (as defined below) listed on the signature pages hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as collateral agent.
OPERATING AGREEMENT OF LAKE TAHOE RESORT PARTNERS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANYOperating Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC
THIS OPERATING AGREEMENT (the “Agreement”), of LAKE TAHOE RESORT PARTNERS, LLC, a California limited liability company (the “Company”), is entered into as of the 1st day of March, 1996, by AKGI LAKE TAHOE INVESTMENTS, INC., a California corporation (“ AKGI”), and KGK LAKE TAHOE DEVELOPMENT, INC., a California corporation (“KGK”) (AKGI and KGK are referred to herein as the “Members”).
SECURITY AGREEMENT dated as of August 13, 2010, among DIAMOND RESORTS PARENT, LLC, DIAMOND RESORTS HOLDINGS, LLC, DIAMOND RESORTS CORPORATION the other Subsidiaries of the Company from time to time party hereto and WELLS FARGO BANK, NATIONAL...Security Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • New York
Reference is made to (a) the Indenture dated as of August 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, Holdings, the Company, the Subsidiary Grantors party thereto and Wells Fargo Bank, National Association, as Trustee (in such capacity, the “Trustee”) and (b) the Purchase Agreement dated as of August 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), among the Issuer and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Guggenheim Securities, LLC, each as representative of the initial purchasers (the “Initial Purchasers”). The Trustee has agreed to enter into the Indenture and the Initial Purchasers have agreed to purchase Notes (as defined in the Indenture), in each case on the terms and subject to the conditions set forth in the Purchase Agreement.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF POIPU RESORT PARTNERS, L.P. a Hawaii limited partnership by and among AKGI POIPU INVESTMENTS, INC. A California corporation as the General Partner and SUNTERRA DEVELOPER AND SALES HOLDING...Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC
This Amended and Restated Agreement of Limited Partnership of Poipu Resort Partners, LP, a Hawaii limited partnership (the “Partnership”), executed as of December 30, 2005 is effective as of August 10, 2005 and is by and among AKGI Poipu Investments, Inc., a California corporation (the “General Partner or AKGI”) and Sunterra Developer and Sales Holding Company, a Delaware corporation (the “Limited Partner or DHC” and together with the General Partner or AKGI, the “Partners”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WEST MAUI RESORT PARTNERS, L.P. a Hawaii limited partnership by and among SUNTERRA WEST MAUI DEVELOPMENT, LLC a Delaware limited liability company as the General Partner SIGNATURE...Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC
This Amended and Restated Agreement of Limited Partnership of West Maui Resort Partners, LP, a Hawaii limited partnership (the “Partnership”), executed as of April 8, 2005 is effective as of July 7, 2004 and is by and among Sunterra West Maui Development, LLC, a Delaware limited liability company (the “General Partner”), Signature Capital-West Maui, LLC, a Delaware limited liability company (the “Managing General Partner”) and Signature Capital-West Maui, LLC (the “Limited Partner” and together with the General Partner and the Managing General Partner, the “Partners”).
SUNTERRA WEST MARKETING, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made as of this 16th day of July, 2002, by RESORT MARKETING INTERNATIONAL, INC., a California corporation (“RMI”), as the sole member and manager of Sunterra West Marketing, LLC, a single member Delaware limited liability company.
OPERATING AGREEMENT OF DIAMOND RESORTS HOLDINGS, LLC A NEVADA LIMITED LIABILITY COMPANYOperating Agreement • March 11th, 2011 • Diamond Resorts Parent, LLC • Nevada
THIS OPERATING AGREEMENT is made effective as of the 26 day of April, 2007, by and between DIAMOND RESORTS PARENT, LLC, a Nevada limited liability company, as the sole member of DIAMOND RESORTS HOLDINGS, LLC, a Nevada limited liability company (the “Company”), and the Company.
