FIRST AMENDMENT TO THE MORTGAGE AND SECURITY AGREEMENT
and UCC-1 FINANCING STATEMENT
THIS FIRST AMENDMENT to the Mortgage and Security Agreement and UCC-1
Financing Statement is made as of the fifteenth (15) day of June, 1997, by and
between VCA-Tucson Incorporated, an Arizona corporation, with offices located at
2111 East Highland, Suite 210, Phoenix, Arizona 85016, as Grantor thereunder,
("VCA-Tucson") and Resort Funding, Inc., a Delaware corporation, with offices
located at Two Clinton Square, Syracuse, NY 13202, as Grantee thereunder
("RFI"). ("First Amendment").
WHEREAS, VCA-Tucson and RFI entered into an Acquisition & Development
Loan Agreement dated October 20th, 1995 ("Loan Agreement") pursuant to the terms
of which and evidenced by an Acquisition & Development Promissory Note of even
date therewith ("Note") RFI agreed to lend to VCA-Tucson and VCA-Tucson agreed
to pay to RFI the principal sum of Six Million Dollars ($6,000,000.00) or so
much thereof as had been disbursed and not repaid, together with interest on the
unpaid principle balance from time to time outstanding until paid for the
acquisition and development of a project known as Varsity Clubs of America:
Tucson Chapter ("Project"). Such loan is secured by a Mortgage and Security
Agreement and UCC-1 Financing Statement dated October 20, 1995 and recorded in
the Recorder's Office of Pima County, State of Arizona, on July 15th, 1996 in
Docket 10336 at Page 380 ("Mortgage").
WHEREAS, VCA-Tucson desires to borrow an additional Five Hundred Fifty
Thousand Dollars ($550,000.00) as an interest reserve in connection with the
amount borrowed for the development of the Project;
WHEREAS, VCA-Tucson and RFI have agreed to amend the terms of the Loan
Agreement, the Note and the Mortgage to evidence and secured such additional
borrowing.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. The initial paragraph of the Mortgage is hereby amended as follows:
The term "Six Million Dollars ($6,000,000.00)" is hereby replaced with the term
"Six Million Five Hundred Fifty Thousand Dollars ($6,550,000.00)."
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2. Section 30(b)(iv) is hereby amended to include the following sentence:
"In addition to the release fees Grantor shall pay to Grantee an equity kicker
for each annual Interval Unit sold in the amount of One Hundred Dollars
($100.00) and for each bi-annual Interval Unit sold in the Project in the amount
of Fifty Dollars ($50.00). The payment of such equity kicker shall survive and
continue after the Note is satisfied and all amounts due under the Note have
been paid in full. The equity kicker shall be paid only with respect to the
sales of Interval Units in Varsity Clubs of America: Tucson Chapter and not with
respect to any other timeshare intervals sold at the Project.
3. All provisions of the mortgage are hereby confirmed and ratified except
as specifically set forth herein, in this event the provisions of this First
Amendment shall prevail.
RESORT FUNDING, IC.
By: /s/ Thomas J. Hamel
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Thomas J. Hamel, President
VCA TUCSON INCORPORATED
/s/ Denise L. Janda
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Witness
By: /s/ Joseph P. Martori
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Joseph P. Martori
Veronica Madrid
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Witness
STATE OF ARIZONA )
COUNTY OF MARICOPA ) ss.:
On this 30th day of June, 1997, before me personally came Joseph P. Martori, to
me personally known, who by me being duly sworn, did depose and say that he is
the chairman of the VCA-Tucson Inc, and he acknowledged to me that he executed
the same on behalf of and in the name of the corporation.
/s/ Stephanie D. Castronova
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Notary Public
My Commission Expires March 20, 1998
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