MINUTE OF AGREEMENT

among

THE FIFE COUNCIL, constituted in terms of Section 2 of the Local Government etc (Scotland) Act 1994 and having their Principal Offices at Fife House, North Street, Glenrothes, Fife, the local authority for the local government area of Fife in terms of the Town and Country Planning (Scotland) Act 1997 (who and whose successors are hereinafter referred to as “the Fife Council”)

and

ST ANDREWS BAY DEVELOPMENT LTD, a company incorporated under the Companies Acts with Registered Number SC1 85639 and having its Registered Office at North House, North Street, Glenrothes, Fife (who and whose successors as registered proprietors of the subjects at Kingask, by St Andrews, Fife all as more particularly hereinafter described are hereinafter referred to as “St Andrews Bay”)

and

FOUNTAINHEAD HOLDINGS LIMITED, A Bermuda Exempt Company, 6060 Golf Club Drive, Braselton, GA3051 7, United States of America (who and whose successors as registered proprietors of the subjects at Boarhills Farm, Winchester Farm, Kenly Green Farm and Stonywynd Farm, by St Andrews, Fife all as more particularly hereinafter described are hereinafter referred to as “Fountainhead”)

WHEREAS St Andrews Bay submitted to The Fife Council an application, Reference Number * dated Second March Nineteen Hundred and Ninety (hereinafter referred to as “the Application”) for planning permission for the erection of a hotel conference centre and related accommodation, steading, spa/leisure clubhouse and facilities, golf club house/ancillary facilities, two golf courses and landscaping at Kingask, Boarhills Farm, Winchester Farm, Kenly Green Farm and Stonywynd Farm, by St Andrews In the local government area of Fife (which whole subjects are hereinafter referred to as “the Development Site”);

AND WHEREAS the Fife Council has agreed to approve the Application subject to a number of planning conditions;

AND SUBJECT ALSO to the relevant parties entering into an Agreement under Section 75 of the Town and Country Planning (Scotland) Act 1997, to restrict or regulate the development or use of the Development Site;

AND WHEREAS St Andrews Bay and Fountainhead for their respective interests as registered proprietors of the Development Site have agreed to enter into this Agreement;

NOW THEREFORE The Fife Council, St Andrews Bay and Fountainhead for their respective interests under and by virtue of Section 75 of the Town and Country Planning (Scotland) Act 1997, HAVE AGREED AND DO HEREBY AGREE in manner following :

FIRST

This Agreement is, so far as may be competently done, entered into under and in terms of Section 75 of the Town and Country Planning (Scotland) Act 1997, provided that, If and to the extent that any term, provision, condition or obligation contained in this Agreement shall be held in any proceedings arising under this Agreement or otherwise, to be a term, provision, condition or obligation, which cannot be competently included or enforced under an Agreement entered into under and in terms of Section 75, such term, provision, condition or obligation shall be and remain enforceable to the same extent and effect as if this Agreement was an Agreement in common form between the parties hereto; And, further, the whole rights and remedies of the parties arising from this Agreement, with and under the foregoing proviso, shall be exercisable without prejudice to any other rights and remedies competent to the parties either under statute or at common law, or otherwise.

SECOND

Any difference or dispute arising as to the Interpretation or meaning of this Agreement or any other matter arising therefrom shall be submitted to the amicable and final decision of an Arbiter to be mutually appointed or failing agreement as to such appointment to be appointed by the Sheriff Principal of Tayside, Central and Fife on the application of any party hereto.

THIRD

This Agreement shall come into effect and shall be enforceable upon the issue of Notice of Planning Consent in respect of the Application, to be issued following hereon, notwithstanding the date or dates hereof;

FOURTH

The parties hereto hereby consent to the Registration hereof, and also any Decrees, Interim or Final, of said Arbiter, in the Books of Council and Session for preservation and execution and hereby appoint these presents to be recorded in the Division of the General Register of Sasines applicable to the County of Fife or the Land Register as appropriate immediately following the execution and delivery hereof.

FIFTH

In the event of St Andrews Bay or Fountainhead deciding to sell or otherwise dispose of the Development Site or any part thereof, they shall take bound in like manner any person, limited company, firm or other to whom the Development Site or any part thereof may be sold or otherwise disposed of.

SIXTH

Amendment of this Agreement may be entered into between the parties by Minute of Variation and the terms and conditions of this Agreement may be also be varied or amended by any variation or amendment of the Application or any subsequent grant of Planning Permission In respect of the Development Site.

SEVENTH

The Fife Council undertakes to grant a Minute of Discharge of this Agreement or a part or parts of this Agreement to be registered in the Land Register of Scotland on due performance or completion of the undertakings and obligations imposed by this Agreement or part or parts thereof insofar as said undertakings or obligations are not continuing undertakings or obligations.

EIGHTH

St Andrews Bay and Fountainhead jointly and severally undertake now and in all time coming to operate a Traffic Management Scheme, a copy of which is annexed and executed as relative hereto, to manage the traffic movements and transportation of hotel guests, conference delegates, golfers and staff to and from the Development Site.

NINTH

Subject to the provisions of Clause TENTH below, St Andrews Bay and Fountainhead jointly and severally undertake now and in all time coming to seek to secure that during the period from the First day of April to the Thirty First day of October in each calendar year (hereinafter referred to as the “Control Period”) the total of vehicular movements into the Development Site from the public road and out of the Development Site onto the public road shall not in any of the Time Spans detailed below in any single day exceed the following, namely :

Time Spans - Maximum Number of Vehicular Movements in and out of the Development Site

From Monday to Friday between 8.00am and 9.00am - 34

From Monday to Saturday between 9.00am and 5.00pm - 312

From Monday to Friday between 5.00pm and 6.00pm - 38

(which vehicle movements are hereinafter referred to as “the acceptable traffic flows”)

Declaring that (One) If, on more than 10 occasions during any calendar month in the Control Period, vehicular movements exceed the acceptable traffic flows, St Andrews Bay and Fountainhead shall jointly and severally take all measures necessary to achieve the acceptable traffic flows to the satisfaction of The Fife Council falling which St Andrews Bay and Fountainhead jointly and severally shall be In breach of the terms of this Agreement and (Two) in any event, unless consent to do otherwise is granted by The Fife Council in terms of Clause TENTH (Five) hereof, St Andrews Bay and Fountainhead jointly and severally shall secure that during the Control Period, the total of the vehicular movements into and out of the Development Site as aforesaid in any of the Time Spans detailed below in any single day shall not exceed the following, namely :

Time Spans - Maximum Number of Vehicular Movements In and out of the Development Site

Between 8.00am and 9.00am - 102

Between 9.00am and 5.00pm - 915

Between 5.00pm and 6.00pm - 76

TENTH

(One) If during the Control Period vehicular movements in and out of the Development Site in any single day as aforesaid

(1) on average over the thirty days (excluding between 8.00am and 9.00am and between 5.00pm and 6.00pm on Saturdays and all day on Sundays) during which vehicular movements in and out of the Development Site in the respective Time Spans detailed below are at their highest, exceed

Between 8.00am and 9.00am - 43

Between 9.00am and 5.00pm - 570

Between 5.00pm and 6.00pm - 44

(2) on more than five days (excluding between 8.00am and 9.00am and between 5.00pm and 6.00pm on Saturdays and all day on Sundays) exceed

Between 8.00am and 9.00am - 68

Between 9.00am and 5.00pm - 740

Between 5.00pm and 6.00pm - 57

(3) exceed in any of the Time Span the numbers specified in the declaration contained in Clause NINTH hereof

then on each and every such occurrence or any of them St Andrews Bay and Fountainhead jointly and severally shall pay to The Fife Council on demand a sum of money (hereinafter defined) to be used by The Fife Council to implement a programme of measures to improve traffic flow in St Andrews and the surrounding road network, to increase Pedestrian safety and encourage public transport in the town and its surrounding area as may be determined by The Fife Council.

(Two) The sum of money referred to in Sub Clause (One) hereof shall be FIFTY THOUSAND POUNDS (£50,000) Sterling for the first year of this Agreement and thereafter such sum as shall be calculated by adjusting the sum payable during the previous year by the rate of Increase in the Retail Price Index as shall be applicable on each anniversary of the last date of execution hereof.

(Three)

(1) Within fourteen days of the date of completion of the installation of the count monitoring equipment referred to in Clause ELEVENTH or the First Anniversary of the last date of execution hereof whichever is the earlier St Andrews Bay and Fountainhead jointly and severally shall deposit with The Fife Council the sum of Fifty Thousand Pounds (£50,000) Sterling and thereafter on the First anniversary of the last date of execution hereof the sum of Forty Thousand Pounds (£40,000) Sterling, and on the Second, Third and Fourth anniversaries of the last date of execution hereof respectively the sum of Twenty Thousand Pounds (£20,000) Sterling all of which sums will be invested by The Fife Council in an interest bearing account and will be used by The Fife Council to defray any payments due to them in terms of this Clause TENTH. On each and every occasion when a sum of money is withdrawn from the said account to meet sums due by St Andrews Bay and Fountainhead jointly and severally to The Fife Council in terms hereof St Andrews Bay and Fountainhead shall within fourteen days of the date of the demand referred to in Sub Clause (One) hereof pay to The Fife Council a sum equal to the amount withdrawn by The Fife Council in terms hereof.

(2) At the expiry of the period of ten years from either (a) the last date of execution hereof or (b) the last date of withdrawal by The Fife Council of any sum in terms of Sub-Clause (Three)(1) hereof, whichever is the later, the aforementioned account shall be closed and Fifty percent (50%) of all sums at the credit thereof (capital and interest) shall be paid over by The Fife Council to St Andrews Bay and Fountainhead equally between them or in such other proportions as St Andrews Bay and Fountainhead may mutually agree and notify to The Fife Council and the remaining Fifty percent (50%) shall be used by The Fife Council to carry out a programme of measures to improve traffic flow in St Andrews and surrounding road network, to increase pedestrian safety and encourage public transport in the town and surrounding area as may be determined by The Fife Council upon which the obligations of St Andrews Bay Development and Fountainhead in terms of this Sub-Clause (Three) shall cease to have effect.

Declaring that whilst this Sub-Clause (Three) remains in force compliance with its terms by St Andrews Bay and Fountainhead shall be deemed to be in implement of their obligations in Sub-Clause (One) hereof.

(Four) Interest at the rate from of Four per centum per annum above the base rate for the time being of the Royal Bank of Scotland plc shall be payable by St Andrews Bay and Fountainhead jointly and severally to The Fife Council on any sums resting and owing by them to The Fife Council in terms of this Agreement from the date when the same shall fall due till paid.

(Five) If during the Control Period St Andrews Bay and Fountainhead propose to hold at the Development Site a special event which may result in the vehicle movements In and out of the Development Site exceeding the levels specified in Clause NINTH hereof or any of them, then not later than six months prior to the date of such event, St Andrews Bay and/or Fountainhead shall submit details of it and the traffic mitigation measures which they propose to take to The Fife Council for approval and if such approval is granted and all conditions (if any) attached thereto are complied with then the terms of Sub-Clause (One) hereof will not apply.

ELEVENTH

Prior to the hotel opening for business, St Andrews Bay and Fountainhead jointly and severally shall :

(1) provide and install and maintain in good order and repair and properly calibrated to the satisfaction of The Fife Council count monitoring equipment and loops on the Development Site access road as close as reasonably practicable to the entrance gate at a point to be specified by The Fife Council. The count monitoring system shall utilise Golden River compatible software or such other software as may be approved by The Fife Council and shall be linked directly to the offices of the Transportation Service of The Fife Council, Rothesay House, Glenrothes. A dedicated modem, power supply and BT connection for the count monitoring system shall be provided to a specification to be approved by The Fife Council, and

(2) Construct a rural style country footpath on land under the control of The Fife Council on the north and/or south side of the A917 as appropriate connecting from the existing footpath at Brownhills to the access road to the Development Site and that in accordance with a programme of works, a design, and specification approved by and to a standard of workmanship to the satisfaction of The Fife Council.

TWELFTH

St Andrews Bay and Fountainhead jointly and severally shall pay to The Fife Council the sum of One Hundred and Twenty Six Thousand Pounds (£126,000) which The Fife Council shall use to implement a programme of works in so far as can be funded from the said sum to improve the flow of traffic, increase pedestrian safety and mitigate the effect of the additional traffic created by the development in St Andrews. Said works shall comprise :

a) Works required for the strengthening and stabilisation of Shore Bridge to enable the temporary traffic lights to be removed.

b) The formation of an improved junction layout (a mini-roundabout or similar) at the junction of Abbey Street with South Street, including associated traffic management and pedestrian measures.

c) Pedestrian crossing measures on North Street as identified in the St Andrews Transportation Plan including pedestrian crossing refuge at the Younger Hall, pedestrian crossing refuge at College Street/Union Street, toucan crossing at College Street, and pedestrian crossing refuges at Murray Park, and

d) The creation of a box junction marking at the junction of Golf Place with North Street and the marking of a two lane approach on North Street and its junction with City Road/Pilmour Links,

Payment of the said sum of One Hundred and Twenty Six Thousand Pounds (£126,000) shall be made to The Fife Council on demand on receipt by The Fife Council of tenders for any of works detailed above.

THIRTEENTH

Within twenty eight days of the last date of execution hereof St Andrews Bay and Fountainhead shall deliver to The Fife Council a Standard Security in terms satisfactory to The Fife Council over the Development Site to be held in security for the sums due by St Andrews Bay and Fountainhead to The rife Council in terms of Clause TENTH (Three) and Clause TWELFTH, the cost of completion of the landscaping of the Development Site required by the terms of the planning consent, the costs of all public footpath routes required by the terms of the planning consent, the costs of completion of the golf courses required by the terms of the planning consent and the costs of demolition of the hotel and conference facilities and the restoration of the Development Site in the event that St Andrews Bay and Fountainhead fail to complete the works within three years of the date of the planning consent or such other later date as may be agreed with The Fife Council.

FOURTEENTH

(One) Construction traffic to the Development Site will consist of the movement of heavy plant onto the Development Site for earthmoving, supply of materials by long and medium wheelbase heavy goods vehicles, delivery of small goods and materials by light goods vehicles and cars used by workers and supervisory staff.

(Two) St Andrews Bay and Fountainhead within three months of the date of commencement of development on the Development Site jointly and severally shall construct the new access off the A917. The access will be completed to wearing course level within the bellmouth and temporary roads formed to various parts of the Development Site as required. The route of the internal access road will be followed where possible. A hardstanding will be incorporated close to the junction to allow vehicles leaving the site to pull over and drivers to clean mud and other site detritus from wheels and the underside of vehicles. Adequate wheel cleaning facilities shall be provided and maintained throughout the operation of the works.

(Three) St Andrews Bay and Fountainhead jointly and severally shall secure that earthmoving operations are confined to the Development Site. Any surplus materials will be designed into the works and the need for import of bulk fill greatly reduced. There will be movements by low loader vehicles at the start and end of earthmoving operations to deliver and remove heavy plant from the Development Site. St Andrews Bay and Fountainhead jointly and severally shall secure that the bulk earthworks operations in relation to the hotel are completed in the first year and the remainder thereof as soon as reasonably practicable In accordance with a programme of works approved by The Fife Council.

(Four) St Andrews Bay and Fountainhead jointly and severally shall secure that existing roads and tracks that lead towards the Development Site from nearby settlements and villages are prohibited routes for construction traffic. Suitable signs will be erected in key locations stating “No Construction Traffic” or similar. All companies involved in the construction of the project will be contracted to use the prescribed route to the Development Site and the contracts including conditions to this effect will be exhibited to The Fife Council.

(Five) St Andrews Bay and Fountainhead jointly and severally shall secure that all construction vehicles shall use the designated traffic routes between either the A915 (South) and the A917 via Lamond Drive or the A91 and the A917 via Lamond Drive, Bridge Street and City Road, St Andrews only and no other routes. No construction vehicles shall be permitted to go through St Andrews before 7.00am or after 11.00pm on each day nor between the hours of 8.00am and 9.00am, 12.00pm and 1.00pm and 3.00pm and 4.00pm on Monday to Friday (inclusive). A low level signing scheme will be incorporated along a particular route the details of which will be submitted to The Fife Council for approval and thereafter supplied to all participating companies.

(Six) St Andrews Bay and Fountainhead jointly and severally shall secure that the number of vehicle movements during the construction phase of the development will be a maximum of 10 Heavy Goods Vehicle trips per day.

(Seven) St Andrews Bay and Fountainhead jointly and severally undertake that contractors will be required to ensure that the main roads used to gain access to the Development Site do not receive any mud or spillage or material arising from the development. Contact names and numbers will be provided to the Police and The Fife Council in order that any adverse situation or emergency incident can be promptly dealt with.

(Eight) Any proposed vehicle movements of special large loads shall be submitted seven days in advance thereof to The Fife Council for approval.

FIFTEENTH

None of the five ancillary residential units to be erected on the Development Site shall be let to or occupied by any one occupier for a continuous period of occupation greater than 12 weeks or such other period as may agreed in writing with The Fife Council.

SIXTEENTH

St Andrews Bay and Fountainhead undertake to use their reasonable endeavours to secure so far as practicable that residents in Fife are afforded a full and fair opportunity for employment when they are recruiting workers in connection with the construction and operation of the development, including the provision of training and support to employees, and further they undertake to consult with The Fife Council as to the means of achieving these outcomes.

SEVENTEENTH

The number of sewerage tanker movements to and from the Development Site shall be submitted to The Fife Council for approval. St Andrews Bay and Fountainhead jointly and severally shall secure that all sewerage tanker vehicles shall use the designated traffic route between the A91 and A917 via Lamond Drive , Bridge Street and City Road, St Andrews only and no other route. No sewerage tanks shall be permitted to go through St Andrews before 7.00am or after 11.00pm on each day nor between the hours of 8.00am and 9.00am, 12.00pm and 1.00pm and 3.00pm and 4.00pm on Monday to Friday (inclusive).

The Agreement hereby constituted shall affect not only the parties hereto but the land to which it relates, namely (In the First Place) ALL and WHOLE that area of land at Kingask in the Parish of St Andrews and County of Fife extending to one and thirty five hectares and ninety seven decimal or one hundredth parts of a hectare (135.97 ha) or thereby being the subjects registered in the Land Register of Scotland on Fifth June Nineteen Hundred and Ninety Eight under the Title Number FFE26037 and which subjects are shown delineated and coloured red on the plan number a annexed and executed as relative hereto; (In the Second Place) ALL and WHOLE that area of land forming part of the farm and lands of Boarhills, Boarhills, by St Andrews in the County foresaid extending to twenty four hectares and sixty two decimal or one hundredth parts of a hectare (24.62 ha) or thereby being the subjects more particularly described in, disponed by and shown delineated in red on the plan annexed and executed as relative to the Disposition by Mrs Margaret Gilmour McLennan or Roger and William McLennan Roger, the partners of the Form of W P Roger and Company,. in favour of Fountainhead dated

and which is to be presented for registration in the Land Register of Scotland of even date with these presents, and a copy of which Iastmentioned plan is annexed and signed as relative hereto as plan number 2; (In the Third Place) ALL and WHOLE that area of land forming part of the farm and lands of Winchester Farm, Boarhills, St Andrews in the County foresaid extending to twenty hectares and sixty two decimal or one hundredth parts of a hectare (20.62 ha) or thereby being the subjects more particularly described, disponed by and shown delineated in red on the plan annexed and executed as relative to the Disposition by William McLennan Roger in favour of Fountainhead dated

and which is to be presented for registration in the Land Register of Scotland of even date with these presents, and a copy of which Iastmentioned plan is annexed and signed as relative hereto as plan number 3; (in the Fourth Place) ALL and WHOLE that area of land forming part of the farm and lands of Kenly Green in the Parish of St Andrews and St Leonards and County foresaid extending to seven hectares and twelve decimal or one hundredth parts of a hectare (7.12 ha) or thereby being the subjects more particularly described in, disponed by and shown delineated and coloured blue on the plan annexed and executed as relative to the Disposition by Francis John Roger and Mrs Bernice Klara Roger and Frances William Roger, the partners of the Firm of F W Roger and Company in favour of Fountainhead dated

and which is to be presented for registration in the Land Register of Scotland of even date with these presents, and a copy of which lastmentioned plan is annexed and signed as relative hereto as plan number 4; and (In the Fifth Place) ALL and WHOLE that area of land forming part of the farm and lands of Stonywynd, Boarhills, by St Andrews in the County foresaid extending to eleven hectares and seventy four decimal or one hundredth parts of a hectare (11.74 ha) or thereby being the subjects more particularly described in, disponed by and shown delineated and coloured pink on the plan annexed and executed as relative to the Disposition by John Brown in favour of Fountainhead dated

and which is to be presented for registration in the Land Register of Scotland of even date with these presents, and a copy of which lastmentioned plan is annexed and signed as relative hereto as plan number 5: IN WITNESS WHEREOF