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<br />Second Amendment to Amended and Restated Development Agreement <br />Page 1 of 6 <br />SECOND AMENDMENT OF <br />AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND BETWEEN <br />KITTITAS COUNTY, WASHINGTON AND SUNCADIA RESORT LLC <br />RELATING TO THE DEVELOPMENT COMMONLY KNOWN AS <br />SUNCADIA MASTER PLANNED RESORT <br /> <br /> THIS SECOND AMENDMENT OF AMENDED AND RESTATED DEVELOPMENT <br />AGREEMENT (“Second Amendment”) is dated, for reference purposes, the_______ day of <br />_____________, 2026, by and between by and between Suncadia Resort LLC, a Delaware limited <br />liability company (“Suncadia”) and Kittitas County, a Washington municipal corporation (the <br />“County”). <br /> <br />RECITALS <br /> <br />A. The County and/or Suncadia’s predecessors in interest previously entered into <br />certain documents pertaining to the development of property located in Kittitas County in the State <br />of Washington now known as the Suncadia Master Planned Resort including, but not limited to, <br />the following: <br />1. Development Agreement by and Between Kittitas County, Washington, Trendwest <br />Resorts, Inc. And Trendwest Investments, Inc., Relating to the Development <br />Commonly Known As Mountainstar Master Planned Resort dated October 10, <br />2000, adopted by the County pursuant to Ordinance No. 2000-16, and recorded <br />under Kittitas County Auditor’s File No. 200010240006 (the “2000 <br />Agreement”); <br />2. An Ordinance Amending Ordinance 2000-15, Ordinance 2000-16, and <br />MountainStar Conditions related to Condition C-34, adopted by the County <br />September 4, 2001, pursuant to Ordinance No. 2001-14 (sometimes referred to as <br />the 1st Amendment of the 2000 Agreement) <br />3. An Ordinance Amending Ordinance 2000-16, adopted by the County April 29, <br />2002, pursuant to Ordinance No. 2002-005 <br />4. An Ordinance Amending Ordinance 2000-16, adopted by the County September 2, <br />2003, pursuant to Ordinance No. 2003-13 <br />5. Resolution Amending the Development Agreement Between Kittitas County and <br />Suncadia LLC Relating to the Development Known as Suncadia Master Planned <br />Resort to Allow for the Use of Binding Site Plans, resolved December 5, 2006, <br />under Resolution No. 2006-170 (sometimes referred to as the 2nd Amendment of <br />the 2000 Agreement and referred to hereinafter as the “Binding Site Plan <br />Amendment”) <br />6. Resolution Amending the Development Agreement Between Kittitas County and <br />Suncadia LLC Relating to the Development Known as Suncadia Master Planned <br />Resort Setting Specific Dates for Fire Station Construction, resolved February 12, <br />2007, under Resolution No. 2007-11 (sometimes referred to as the 3rd Amendment <br />of the 2000 Agreement)