Amendment of Development Agreement 2026 Attach to App

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Second Amendment to Amended and Restated Development Agreement Page 3 of 6 definition of the “2000 Agreement” and (b) the Amended and Restated Development Agreement and First Amendment of the Amended and Restated Development Agreement (collectively, the “Restated Agreement”), together with the Transfer to New Suncadia, Transfer to Suncadia Resort, and such portions of the 2000 Agreement which are not superseded by the Restated Agreement including, but not limited to, the 2000 Exhibits and the Binding Site Plan Amendment, shall be referred to collectively as the “Development Agreement”. B. Pursuant to (i) the Transfer to New Suncadia and (ii) the Transfer to Suncadia Resort, Suncadia Resort LLC, a Delaware limited liability company, is the successor in interest to Suncadia LLC, a Delaware limited liability company, which was the successor in interest to Trendwest Resorts, Inc., an Oregon Corporation, Trendwest Investments, Inc., a Washington corporation, and MountainStar Development, LLC. a Delaware limited liability company. C. The Term of the Development Agreement is 30 years ending October 9, 2030. D. The Parties have agreed to extend the Term and otherwise amend the Development Agreement, as set forth herein. NOW, THEREFORE, in consideration of the ongoing benefits to the parties described in the Amended and Restated Development Agreement, including but not limited to those set forth in Recital H thereof, and together with the mutual covenants set forth herein, the parties hereto hereby agree as follows: 1. Except as specifically provided herein, defined terms used herein shall have the same meaning as set forth in the Development Agreement. 2. The definition of “Suncadia” as it pertains to Suncadia LLC, a Delaware limited liability company, shall hereafter refer to Suncadia Resort LLC, a Delaware limited liability company. 3. The Term of the Development Agreement is hereby extended by 15 years and as such, Section 1.2 and definition of “Term” set forth in Section 2 of the Development Agreement are amended to read as follows: “1.2 Term. The term referenced in this Agreement (the “Term”) shall commence upon the Effective Date and continue for a period of forty-five (45) years, ending October 9, 2045. The date of this Agreement shall have no effect on the Term.” ““Term” shall mean forty-five (45) years commencing upon the Effective Date, as set forth in Section 1.2 of this Agreement.” 4. The effective date of the amendments contained in this Second Amendment shall be the date first above written.