FIRST AMENDMENT TO THE
CONTRACT OF SALE OF TIMESHARE RECEIVABLES WITH RECOURSE
THIS FIRST AMENDMENT to the Contract of Sale of Timeshare Receivables
With Recourse is made as of the fifteenth (15th) 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 ("VCA-Tucson"), ILX
Incorporated, an Arizona corporation, with offices located at 2111 East
Highland, Suite 210, Phoenix, Arizona 85016 and Resort Funding, Inc, a Delaware
corporation, with offices located at Two Clinton Square, Syracuse, New York,
13202 ("RFI"). First ("Amendment").
WHEREAS, VCA-Tucson and RFI entered into a Contract of Sale of
Timeshare Receivables with Recourse dated October 20, 1995 ("Contract of Sale")
pursuant to the terms of which RFI agreed to purchase from VCA-Tucson and
VCA-Tucson agreed sell to RFI Eligible Receiveables, as that term is defined
therein, generated from the sale of timeshare interval units in a project known
as Varsity Clubs of America: Tucson Chapter ("Project").
WHEREAS, pursuant to the terms of an Acquisition and Development Loan
Agreement and a First Amendment thereto of even dated herewith, (collectively
the "A&D Loan Agreement") VCA-Tucson desires to borrow an additional Five
Hundred Fifty Thousand Dollars ($550,000.00) for the development of the Project;
WHEREAS, in order to obtain such additional borrowing and a reduction
in the interest rate applicable to the Acquisition and Development Loan
Agreement VCA-Tucson has agreed to pay to RFI an equity kicker for each interval
unit sold in the Project, as more fully described below;
WHEREAS, VCA-Tucson and RFI have agreed to amend the terms of the
Contract of Sale and the A&D Loan Agreement 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 third sentence of Section 2.9 is hereby deleted and replaced with
the following:
"In addition to the release fees Maker shall pay to Holder an equity kicker for
each Annual Interval Unit sold in the Project 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 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. The Loan shall be evidenced by a promissory note ("Note") in a
principal amount not to exceed Six Million Five Hundred Fifty Thousand Dollars
($6,550,000.00). 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."
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2. All provisions of the Contract of Sale are hereby confirmed and
ratified except as specifically set forth herein, in this event the provisions
of this First Amendment shall prevail.
RESORT FUNDING, INC. VCA TUCSON INCORPORATED
By: /s/ Thomas J. Hamel By: /s/ Joseph P. Martori
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Thomas J. Hamel, President Joseph P. Martori, Chairman
ILX INCORPORATED
By: /s/ Joseph P. Martori
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Joseph P. Martori, Chairman
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