as Issuer,
as the Company,
as Intermediate Holdco,
as Subsidiary Guarantors,
as Trustee and Collateral Agent
INDENTURE
Page | ||||
ARTICLE I | ||||
Definitions and Incorporation by Reference | ||||
SECTION 1.01. Definitions | 1 | |||
SECTION 1.02. Other Definitions | 32 | |||
SECTION 1.03. Incorporation by Reference of Trust Indenture Act | 34 | |||
SECTION 1.04. Rules of Construction | 35 | |||
ARTICLE II | ||||
The Notes | ||||
SECTION 2.01. Form and Dating | 36 | |||
SECTION 2.02. Execution and Authentication | 36 | |||
SECTION 2.03. Registrar and Paying Agent | 36 | |||
SECTION 2.04. Paying Agent To Hold Money in Trust | 37 | |||
SECTION 2.05. Holder Lists | 37 | |||
SECTION 2.06. Transfer and Exchange | 37 | |||
SECTION 2.07. Replacement Notes | 38 | |||
SECTION 2.08. Outstanding Notes | 38 | |||
SECTION 2.09. Temporary Notes | 38 | |||
SECTION 2.10. Cancellation | 38 | |||
SECTION 2.11. Registered Holders | 39 | |||
SECTION 2.12. CUSIP Numbers, ISINs, etc | 39 | |||
SECTION 2.13. Issuance of Additional Notes | 39 | |||
SECTION 2.14. Defaulted Interest | 39 | |||
ARTICLE III | ||||
Redemption | ||||
SECTION 3.01. Notices to Trustee | 40 | |||
SECTION 3.02. Selection of Notes to Be Redeemed | 40 | |||
SECTION 3.03. Notice of Redemption | 40 | |||
SECTION 3.04. Effect of Notice of Redemption | 40 | |||
SECTION 3.05. Deposit of Redemption Price | 41 | |||
SECTION 3.06. Notes Redeemed in Part | 41 | |||
SECTION 3.07. Optional Redemption | 41 |
i
Page | ||||
ARTICLE IV | ||||
Covenants | ||||
SECTION 4.01. Payment of Notes | 42 | |||
SECTION 4.02. SEC Reports | 42 | |||
SECTION 4.03. Limitation on Indebtedness | 43 | |||
SECTION 4.04. Limitation on Restricted Payments | 46 | |||
SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries | 51 | |||
SECTION 4.06. Limitation on Asset Sales | 54 | |||
SECTION 4.07. Limitation on Affiliate Transactions | 56 | |||
SECTION 4.08. Limitation on Line of Business | 58 | |||
SECTION 4.09. Change of Control | 58 | |||
SECTION 4.10. Offer to Purchase with Excess Cash Flow | 59 | |||
SECTION 4.11. Offer to Purchase with Proceeds of Certain Equity Offerings | 61 | |||
SECTION 4.12. Limitation on Liens | 62 | |||
SECTION 4.13. Additional Guarantors | 62 | |||
SECTION 4.14. Impairment of Security Interest | 63 | |||
SECTION 4.15. Sale/Leaseback Transactions | 64 | |||
SECTION 4.16. Further Instruments and Acts | 65 | |||
ARTICLE V | ||||
Successors | ||||
SECTION 5.01. Mergers or Asset Transfers | 65 | |||
ARTICLE VI | ||||
Defaults and Remedies | ||||
SECTION 6.01. Events of Default | 68 | |||
SECTION 6.02. Acceleration | 70 | |||
SECTION 6.03. Waiver of Past Defaults | 71 | |||
SECTION 6.04. Other Remedies | 71 | |||
SECTION 6.05. Compliance Certificate | 71 | |||
SECTION 6.06. Control by Majority | 72 | |||
SECTION 6.07. Limitation on Suits | 72 | |||
SECTION 6.08. Rights of Holders to Receive Payment | 73 | |||
SECTION 6.09. Collection Suit by Trustee | 73 | |||
SECTION 6.10. Trustee May File Proofs of Claim | 73 | |||
SECTION 6.11. Priorities | 73 | |||
SECTION 6.12. Undertaking for Costs | 74 | |||
SECTION 6.13. Waiver of Stay or Extension Laws | 74 |
ii
Page | ||||
ARTICLE VII | ||||
Trustee | ||||
SECTION 7.01. Duties of Trustee | 74 | |||
SECTION 7.02. Rights of Trustee | 75 | |||
SECTION 7.03. Individual Rights of Trustee | 77 | |||
SECTION 7.04. Trustee’s Disclaimer | 77 | |||
SECTION 7.05. Notice of Defaults | 77 | |||
SECTION 7.06. Reports by Trustee to Holders | 77 | |||
SECTION 7.07. Compensation and Indemnity | 77 | |||
SECTION 7.08. Replacement of Trustee | 78 | |||
SECTION 7.09. Successor Trustee by Merger | 79 | |||
SECTION 7.10. Eligibility; Disqualification | 79 | |||
SECTION 7.11. Preferential Collection of Claims Against Issuer | 79 | |||
ARTICLE VIII | ||||
Discharge of Indenture; Defeasance | ||||
SECTION 8.01. Satisfaction and Discharge | 80 | |||
SECTION 8.02. Legal Defeasance and Covenant Defeasance | 81 | |||
SECTION 8.03. Conditions to Defeasance | 81 | |||
SECTION 8.04. Application of Trust Money | 83 | |||
SECTION 8.05. Repayment to Company | 83 | |||
SECTION 8.06. Indemnity for Government Securities | 83 | |||
SECTION 8.07. Reinstatement | 83 | |||
ARTICLE IX | ||||
Amendments | ||||
SECTION 9.01. Without Consent of Holders | 83 | |||
SECTION 9.02. With Consent of Holders | 84 | |||
SECTION 9.03. Notice of Amendments | 86 | |||
SECTION 9.04. Compliance with Trust Indenture Act | 86 | |||
SECTION 9.05. Revocation and Effect of Consents and Waivers | 86 | |||
SECTION 9.06. Notation on or Exchange of Notes | 87 | |||
SECTION 9.07. Trustee To Sign Amendments | 87 | |||
SECTION 9.08. Payment for Consent | 87 | |||
ARTICLE X | ||||
Guarantees | ||||
SECTION 10.01. Guarantees | 87 | |||
SECTION 10.02. Limitation on Liability | 89 |
iii
Page | ||||
SECTION 10.03. Successors and Assigns | 89 | |||
SECTION 10.04. No Waiver | 90 | |||
SECTION 10.05. Modification | 90 | |||
SECTION 10.06. Release of a Subsidiary Guarantor | 90 | |||
SECTION 10.07. Release of the Company’s and the Intermediate Holdco’s Notes Guarantee | 91 | |||
SECTION 10.08. Contribution | 91 | |||
SECTION 10.09. Non-Impairment | 91 | |||
ARTICLE XI | ||||
Security Documents | ||||
SECTION 11.01. Collateral and Security Documents | 91 | |||
SECTION 11.02. Release of Collateral | 92 | |||
SECTION 11.03. After Acquired Property | 93 | |||
SECTION 11.04. Certificates and Opinions | 93 | |||
SECTION 11.05. Use of Trust Monies | 94 | |||
SECTION 11.06. Further Assurances | 94 | |||
ARTICLE XII | ||||
Miscellaneous | ||||
SECTION 12.01. Trust Indenture Act Controls | 94 | |||
SECTION 12.02. Notices | 94 | |||
SECTION 12.03. Communication by Holders with Other Holders | 96 | |||
SECTION 12.04. Certificate and Opinion as to Conditions Precedent | 96 | |||
SECTION 12.05. Statements Required in Certificate or Opinion | 96 | |||
SECTION 12.06. When Notes Disregarded | 96 | |||
SECTION 12.07. Rules by Trustee, Paying Agent and Registrar | 97 | |||
SECTION 12.08. Legal Holidays | 97 | |||
SECTION 12.09. Governing Law | 97 | |||
SECTION 12.10. No Recourse Against Others | 97 | |||
SECTION 12.11. Successors | 97 | |||
SECTION 12.12. Multiple Originals | 97 | |||
SECTION 12.13. Table of Contents; Headings | 97 | |||
SECTION 12.14. Severability | 98 | |||
SECTION 12.15. No Adverse Interpretation of Other Agreements | 98 | |||
SECTION 12.16. U.S.A. Patriot Act | 98 | |||
SECTION 12.17. Force Majeure | 98 | |||
Rule 144A/Regulation S Appendix | ||||
Exhibit I to Appendix — Form of Initial Note | ||||
Exhibit II to Appendix — Form of Exchange Note or Private Exchange Note |
iv
v
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
Defined in | ||||
Term | Section | |||
“Affiliate Transaction” | 4.07 | (a) | ||
“Appendix” | 2.01 | |||
“Bankruptcy Law” | 6.01 | (c) |
32
Defined in | ||||
Term | Section | |||
“Change of Control Offer” | 4.09 | (a) | ||
“Change of Control Payment” | 4.09 | (a) | ||
“Change of Control Payment Date” | 4.09 | (a) | ||
“Company” | Preamble | |||
“Covenant Defeasance” | 8.02 | (a) | ||
“Credit Facility Indebtedness” | 4.03 | (b)(i) | ||
“Custodian” | 6.01 | (c) | ||
“Definitive Note” | Appendix | |||
“Event of Default” | 6.01 | (a) | ||
“Excess Cash Flow Offer” | 4.10 | (a) | ||
“Excess Cash Flow Offer Amount” | 4.10 | (a) | ||
“Excess Cash Flow Payment” | 4.10 | (a) | ||
“Excess Cash Flow Payment Date” | 4.10 | (b) | ||
“Exchange Notes” | Appendix | |||
“Guaranteed Obligations” | 10.01 | |||
“incur” | 4.03 | (a) | ||
“Initial Notes” | Appendix | |||
“Legal Defeasance” | 8.02 | (a) | ||
“Paying Agent” | 2.03 | |||
“Permitted Indebtedness” | 4.03 | (b) | ||
“Private Exchange Notes” | Appendix | |||
“Public Offering Offer” | 4.11 | (a) | ||
“Public Offering Offer Amount” | 4.11 | (a) |
33
Defined in | ||||
Term | Section | |||
“Public Offering Offer Payment” | 4.11 | (a) | ||
“Public Offering Offer Payment Date” | 4.11 | (b) | ||
“Ratio Indebtedness” | 4.03 | (a) | ||
“Redemption Date” | 1.01 | |||
“Replacement Notes” | Appendix | |||
“Restricted Payments” | 4.04 | (a) | ||
“Registrar” | 2.03 | |||
“Rule 3-16” | 4.14 | (b) |
34
35
36
37
38
39
40
Year | Percentage | |||
2014 | 106.000 | % | ||
2015 | 103.000 | % | ||
2016 and thereafter | 100.000 | % |
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
Date of Consummation of Public Offering | Percentage | |||
Prior to August 15, 2014 | 112.000 | % | ||
From August 15, 2014 to August 14, 2015 | 106.000 | % | ||
From August 15, 2015 to August 14, 2016 | 103.000 | % | ||
August 15, 2016 and thereafter | 100.000 | % |
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
10600 West Charleston Boulevard
Las Vegas, Nevada 89135
Facsimile: 702-765-8798
Attention: Treasurer
Corporate Trust Services
707 Wilshire Boulevard, 17th Floor
Los Angeles, CA 90017
Attention: Maddy Hall
Facsimile: (213) 614-3355
95
96
97
98
DIAMOND RESORTS CORPORATION | ||||||
By: | /s/ David F. Palmer | |||||
Name: David F. Palmer | ||||||
Title: Executive Vice President | ||||||
DIAMOND RESORTS PARENT, LLC | ||||||
By: | /s/ David F. Palmer | |||||
Name: David F. Palmer | ||||||
Title: Executive Vice President | ||||||
DIAMOND RESORTS HOLDINGS, LLC | ||||||
By: | /s/ David F. Palmer | |||||
Name: David F. Palmer | ||||||
Title: Executive Vice President |
AKGI-ST. MAARTEN N.V.
CHESTNUT FARMS, LLC
CUMBERLAND GATE, LLC
DIAMOND RESORTS BEACH GROUP, LLC
DIAMOND RESORTS CALIFORNIA COLLECTION DEVELOPMENT, LLC
DIAMOND RESORTS CENTRALIZED SERVICES COMPANY
DIAMOND RESORTS CITRUS SHARE HOLDING, LLC
DIAMOND RESORTS CORAL SANDS DEVELOPMENT, LLC
DIAMOND RESORTS CYPRESS POINTE I DEVELOPMENT, LLC
DIAMOND RESORTS CYPRESS POINTE II DEVELOPMENT, LLC
DIAMOND RESORTS CYPRESS POINTE III DEVELOPMENT, LLC
DIAMOND RESORTS DAYTONA DEVELOPMENT, LLC
DIAMOND RESORTS DEVELOPER AND SALES HOLDING COMPANY
DIAMOND RESORTS EPIC MORTGAGE HOLDINGS, LLC
DIAMOND RESORTS FALL CREEK DEVELOPMENT, LLC
DIAMOND RESORTS FINANCE HOLDING COMPANY
DIAMOND RESORTS FINANCIAL SERVICES, INC.
DIAMOND RESORTS GRAND BEACH I DEVELOPMENT, LLC
DIAMOND RESORTS GREENSPRINGS DEVELOPMENT, LLC
DIAMOND RESORTS HAWAII COLLECTION DEVELOPMENT, LLC
DIAMOND RESORTS HILTON HEAD DEVELOPMENT, LLC
DIAMOND RESORTS INTERNATIONAL CLUB, INC.
DIAMOND RESORTS INTERNATIONAL MARKETING, INC.
DIAMOND RESORTS LAS VEGAS DEVELOPMENT, LLC
DIAMOND RESORTS MANAGEMENT AND EXCHANGE HOLDING COMPANY
DIAMOND RESORTS MANAGEMENT, INC.
DIAMOND RESORTS MAZATLAN LAND, LLC
DIAMOND RESORTS MEXICO SHARE HOLDING, LLC
DIAMOND RESORTS MORTGAGE HOLDINGS, LLC
DIAMOND RESORTS PALM SPRINGS DEVELOPMENT, LLC
DIAMOND RESORTS POCO DIABLO DEVELOPMENT, LLC
DIAMOND RESORTS POIPU DEVELOPMENT, LLC
DIAMOND RESORTS POLO DEVELOPMENT, LLC
DIAMOND RESORTS PORT ROYAL DEVELOPMENT, LLC
DIAMOND RESORTS POWHATAN DEVELOPMENT, LLC
DIAMOND RESORTS RESIDUAL ASSETS DEVELOPMENT, LLC
DIAMOND RESORTS RESIDUAL ASSETS FINANCE, LLC
DIAMOND RESORTS RESIDUAL ASSETS M&E, LLC
DIAMOND RESORTS RIDGE ON SEDONA DEVELOPMENT, LLC
DIAMOND RESORTS RIDGE POINTE DEVELOPMENT, LLC
DIAMOND RESORTS SAN LUIS BAY DEVELOPMENT, LLC
DIAMOND RESORTS SCOTTSDALE DEVELOPMENT, LLC
DIAMOND RESORTS SEDONA SPRINGS DEVELOPMENT, LLC
DIAMOND RESORTS SEDONA SUMMIT DEVELOPMENT, LLC
DIAMOND RESORTS ST. CROIX DEVELOPMENT, LLC
DIAMOND RESORTS STEAMBOAT DEVELOPMENT, LLC
DIAMOND RESORTS TAHOE BEACH & SKI DEVELOPMENT, LLC
DIAMOND RESORTS U.S. COLLECTION DEVELOPMENT, LLC
DIAMOND RESORTS VILLA MIRAGE DEVELOPMENT, LLC
DIAMOND RESORTS VILLAS OF SEDONA DEVELOPMENT, LLC
DIAMOND RESORTS WEST MAUI DEVELOPMENT, LLC
FOSTER SHORES, LLC
GEORGE ACQUISITION SUBSIDIARY, INC.
GINGER CREEK, LLC
GRAND ESCAPES, LLC
INTERNATIONAL TIMESHARES MARKETING, LLC
LAKE TAHOE RESORT PARTNERS, LLC
MAZATLAN DEVELOPMENT INC.
POIPU RESORT PARTNERS, L.P.
RESORT MANAGEMENT INTERNATIONAL, INC.
RESORT DEVELOPMENT INTERNATIONAL, INC.
SUNTERRA RESORT RENTAL MANAGEMENT, INC.
WALSHAM LAKE, LLC
WEST MAUI RESORT PARTNERS, L.P.
By: | /s/ David F. Palmer | |||||
Name: David F. Palmer | ||||||
Title: Executive Vice President |
WELLS FARGO BANK, NATIONAL | ||||||
ASSOCIATION, SOLELY AS TRUSTEE | ||||||
By: | /s/ Maddy Hall | |||||
Name: Maddy Hall | ||||||
Title: Vice President | ||||||
WELLS FARGO BANK, NATIONAL | ||||||
ASSOCIATION, SOLELY AS COLLATERAL AGENT | ||||||
By: | /s/ Maddy Hall | |||||
Name: Maddy Hall | ||||||
Title: Vice President |
to the Indenture, dated as of August 13, 2010, among Diamond Resorts
Corporation, a Maryland corporation, Diamond Resorts Parent, LLC, a
Nevada limited liability company, Diamond Resorts Holdings, LLC, a
Nevada limited liability company, the Subsidiary Guarantors
(as defined therein) listed on the signature pages thereto and
Wells Fargo Bank, National Association, a national
banking association, as trustee (the “Indenture”)
PRIVATE EXCHANGE NOTES,
EXCHANGE NOTES AND
REPLACEMENT NOTES
Section of this | ||
Appendix in Which | ||
Definition | ||
Term | Appears: | |
“Agent Members” | 2.1(b) | |
“Definitive Note Legend” | 2.3(e) | |
“Global Note Legend” | 2.3(e) | |
“Global Notes” | 2.1(a) | |
“OID Legend” | 2.3(e) | |
“Permanent Regulation S Global Notes” | 2.1(a) | |
“Regulation S” | 2.1(a) | |
“Regulation S Global Note Legend” | 2.3(e) | |
“Regulation S Global Notes” | 2.1(a) | |
“Regulations Legend” | 2.3(e) | |
“Replacement Notes” | 2.2 |
App.-3
Section of this | ||
Appendix in Which | ||
Definition | ||
Term | Appears: | |
“Restricted Global Notes” | 2.1(a) | |
“Restricted Note Legend” | 2.3(e) | |
“Rule 144A” | 2.1(a) | |
“Rule 144A Global Notes” | 2.1(a) | |
“Temporary Regulation S Global Note Legend” | 2.3(e) | |
“Temporary Regulation S Global Notes” | 2.1(a) | |
“Unrestricted Global Notes” | 2.1(a) |
to
RULE 144A/REGULATION S APPENDIX
to the Indenture, dated as of August 13, 2010, among Diamond Resorts
Corporation, a Maryland corporation, Diamond Resorts Parent, LLC, a
Nevada limited liability company, Diamond Resorts Holdings, LLC, a
Nevada limited liability company, the Subsidiary Guarantors
(as defined therein) listed on the signature pages thereto and
Wells Fargo Bank, National Association, a national
banking association, as trustee
CUSIP No. | ||
ISIN | ||
No. | $ |
DIAMOND RESORTS CORPORATION | ||||
by | | |||
Title: |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION | ||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Notes referred to in the Indenture | ||||
by | |
12.00% Senior Secured Note due 2018
1 | To be included only if there is a Registration Rights Agreement (as defined in the Appendix) applicable to this Note and subject to modification as necessary to reflect the terms of such Registration Rights Agreement, if any. |
Year | Percentage | |
2014 | 106.000% | |
2015 | 103.000% | |
2016 and thereafter | 100.000% |
2 | To be included only if there is a Registration Rights Agreement (as defined in the Appendix) applicable to this Note. | |
3 | Specify the applicable Registration Rights Agreement, including parties thereto and date thereof. | |
4 | To be included only if there is a Registration Rights Agreement (as defined in the Appendix) applicable to this Note. If no Registration Rights Agreement applies, replace with “[RESERVED.]”. |
10600 West Charleston Boulevard
Las Vegas, Nevada 89135
Attention: Treasurer
Date: | Your Signature: |
o | to the Issuer; or |
(1) | o pursuant to an effective registration statement under the Securities Act of 1933; or | ||
(2) | o inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or | ||
(3) | o outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or |
(4) | o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or | ||
(5) | o to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements. |
Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof;provided, however, that if box (4) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. |
Signature Guarantee: | ||||||
|
Dated: | |
Amount of decrease in | Amount of increase in | Principal amount of this | Signature of authorized | |||||||||||||||
Date of | principal amount of this | principal amount of this | Global Note following such | officer of Trustee or Notes | ||||||||||||||
exchange | Global Note | Global Note | decrease or increase | Custodian |
Dated: | Your Signature: | |||||
(Sign exactly as your name appears on the other side of this Note) |
Signature Guarantee: | ||
(Signature must be guaranteed) |
I-17
to
RULE 144A/REGULATION S APPENDIX
to the Indenture, dated as of August 13, 2010, among Diamond Resorts
Corporation, a Maryland corporation, Diamond Resorts Parent, LLC, a
Nevada limited liability company, Diamond Resorts Holdings, LLC, a
Nevada limited liability company, the Subsidiary Guarantors
(as defined therein) listed on the signature pages thereto and
Wells Fargo Bank, National Association, a national
banking association, as trustee (the “Indenture”)
[OR PRIVATE EXCHANGE NOTE][OR REPLACEMENT NOTE]]*
* | [If the Note is to be issued in global form, insert the Global Note Legend and include the attachment from Exhibit I to the Appendix (as defined in the Indenture) captioned “[TO BE ATTACHED TO GLOBAL NOTES — SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE].” If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, insert the applicable Restrictive Legends and replace the Assignment Form included in this Exhibit II with the Assignment Form included in such Exhibit I.] |
No.___ | $ |
II-2
DIAMOND RESORTS CORPORATION, | ||||
by | ||||
Name: | ||||
Title: | ||||
II-3
AUTHENTICATION
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Notes referred to in the Indenture | ||||
by | ||||
Authorized Signatory | ||||
II-4
[OR PRIVATE EXCHANGE NOTE]]
5 | To be included only if there is a Registration Rights Agreement (as defined in the Appendix) applicable to this Note and subject to modification as necessary to reflect the terms of such Registration Rights Agreement, if any. |
II-5
II-6
II-7
Year | Percentage | |||
2014 | 106.000 | % | ||
2015 | 103.000 | % | ||
2016 and thereafter | 100.000 | % |
II-8
II-9
II-10
II-11
6 | To be included only if there is a Registration Rights Agreement (as defined in the Appendix) applicable to this Note. |
II-12
10600 West Charleston Boulevard
Las Vegas, Nevada 89135
Attention: Treasurer
7 | Specify the applicable Registration Rights Agreement, including parties thereto and date thereof. | |
8 | To be included only if there is a Registration Rights Agreement (as defined in the Appendix) applicable to this Note. If no Registration Rights Agreement applies, replace with “[RESERVED.]”. |
II-13
(Print or type assignee’s name, address and zip code) | ||
(Insert assignee’s soc. sec. or tax I.D. No.) |
Date: | Your Signature: | |||||
II-14
Dated: | Your Signature: | |||||
(Sign exactly as your name appears on the other side of this Note) |
Signature Guarantee: | ||
(Signature must be guaranteed) |
II-15
to
RULE 144A/REGULATION S APPENDIX
to the Indenture, dated as of August 13, 2010, among Diamond Resorts
Corporation, a Maryland corporation, Diamond Resorts Parent, LLC, a
Nevada limited liability company, Diamond Resorts Holdings, LLC, a
Nevada limited liability company, the Subsidiary Guarantors
(as defined therein) listed on the signature pages thereto and
Wells Fargo Bank, National Association, a national
banking association, as trustee
Transferee Letter of Representation
Wells Fargo Bank, National Association
Corporate Trust Services
707 Wilshire Boulevard, 17th Floor
Los Angeles, CA 90017
Attention: Maddy Hall
Facsimile: (213) 614-3355
III-2
in its capacity as the Collateral Agent and
the Authorized Representative for the Indenture Secured Parties,
as the Initial Additional Authorized Representative,
hereto
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
A-12
A-13
A-14
A-15
A-16
A-17
A-18
A-19
A-20
A-21
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A-23
A-24
A-25
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A-27
as Authorized Representative for the Indenture
Secured Parties and Collateral Agent,
by | ||||||
�� | Name: | |||||
Title: |
by | ||||||
Name: | ||||||
Title: |
by | ||||||
Name: | ||||||
Title: |
by | ||||||
Name: | ||||||
Title: |
A-28
PARI PASSU INTERCREDITOR AGREEMENT
A-29
A-30
A-31
by | ||||||
Name: | ||||||
Title: |
attention of: | |||
Facsimile: | |||
by | ||||||
Name: | ||||||
Title: |
A-32
AND THE TRUSTEE,
by | ||||||
Name: | ||||||
Title: |
AUTHORIZED REPRESENTATIVE,
by | ||||||
Title: |
A-33
PARI PASSU INTERCREDITOR AGREEMENT
A-34
A-35
by | ||||||
Name: | ||||||
Title: |
A-36
as First Priority Representative,
as Junior Priority Representative
B-2
B-3
B-4
B-5
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B-7
B-8
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B-10
B-11
B-12
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B-23
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B-26
behalf of the First Priority Secured Parties
by | ||||||
Name: | ||||||
Title: |
B-27
behalf of the Junior Priority Secured Parties
by | ||||||
Name: | ||||||
Title: |
B-28
by | ||||||
Name: | ||||||
Title: |
HERETO
by | ||||||
Name: | ||||||
Title: |
B-29
JUNIOR LIEN INTERCREDITOR AGREEMENT
B-30