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EXHIBIT D <br />definition of the "2000 Agreement" and (b) the Amended and Restated Development Agreement <br />and First Amendment of the Amended and Restated Development Agreement (collectively, the <br />"Restated Agreement"), together with the Transfer to New Suncadia, Transfer to Suncadia Resort, <br />and such portions of the 2000 Agreement which are not superseded by the Restated Agreement <br />including, but not limited to, the 2000 Exhibits and the Binding Site Plan Amendment, shall be <br />referred to collectively as the "Development Agreement". <br />B. Pursuant to (i) the Transfer to New Suncadia and (ii) the Transfer to Suncadia <br />Resort, Suncadia Resort LLC, a Delaware limited liability company, is the successor in interest to <br />Suncadia LLC, a Delaware limited liability company, which was the successor in interest to <br />Trendwest Resorts, Inc., an Oregon Corporation, Trendwest Investments, Inc., a Washington <br />corporation, and MountainStar Development, LLC. a Delaware limited liability company. <br />C. The Term of the Development Agreement is 30 years ending October 9, 2030. <br />D. The Parties have agreed to extend the Term and otherwise amend the <br />Development Agreement, as set forth herein. <br />NOW, THEREFORE, in consideration of the ongoing benefits to the parties described in <br />the Amended and Restated Development Agreement, including but not limited to those set forth <br />in Recital H thereof, and together with the mutual covenants set forth herein, the parties hereto <br />hereby agree as follows: <br />Except as specifically provided herein, defined terms used herein shall have the same <br />meaning as set forth in the Development Agreement. <br />2. The definition of "Suncadia" as it pertains to Suncadia LLC, a Delaware limited liability <br />company, shall hereafter refer to Suncadia Resort LLC, a Delaware limited liability <br />company. <br />The Term of the Development Agreement is hereby extended by 15 years and as such, <br />Section 1.2 and definition of "Term" set forth in Section 2 of the Development Agreement <br />are amended to read as follows: <br />"1.2 Term. The term referenced in this Agreement (the "Term") shall <br />commence upon the Effective Date and continue for a period of #sty fo -five <br />(3- 5 years, ending October 9, 20302045. The date of this Agreement shall have no <br />effect on the Term." <br />""Term" shall mean t forty-five (�045) years commencing upon the Effective <br />Date, as set forth in Section 1.2 of this Agreement." <br />4. The effective date of the amendments contained in this Second Amendment shall be the <br />date first above written. <br />Second Amendment to Amended and Restated Development Agreement <br />Page 3 of 6 <br />