FIRST AMENDMENT TO THE
ACQUISITION & DEVELOPMENT PROMISSORY NOTE
THIS FIRST AMENDMENT to the Acquisition & Development Promissory Note
is made as of the fifteenth (15th) day of June, 1997, by and between VCA Tucson
Incorporated, an Arizona corporation (VCA-Tucson), ILX Incorporated, an Arizona
corporation, ("ILX") both with offices located at 0000 Xxxx Xxxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxx 00000 and Resort Funding, Inc., a Delaware corporation, with
offices located at Xxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 ("RFI"). ("First
Amendment").
WHEREAS, VCA-Tucson and ILX executed an Acquisition & Development
Promissory Note in favor of RFI ("Note") pursuant to the terms thereof and
pursuant to an Acquisition & Development Loan Agreement of even date therewith
("Loan Agreement") RFI agreed to lend to VCA-Tucson and VCA-Tucson agreed to pay
to RFI the principle sum of Six Million Dollars ($6,000,000.00) or so much
thereof as has been disbursed and not repaid, together with interest on the
unpaid principal balance from time to time outstanding until paid. Such loan is
secured by a Mortgage and Security Agreement and UCC-1 Financing Statement dated
October 20th, 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 on additional Five Hundred Fifty
Thousand Dollars ($550,000.00), Four Hundred Fifty Thousand Dollars
($450,000.00) of which shall be an interest reserve in connection with the
amounts 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 the secured sum additional
borrowing.
NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. The initial paragraph of the Note 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)".
2. Section 1. Interest: The second and third sentence of the first
paragraph of the Note are deleted in their entirety and replaced with the
following:
"Interest shall accrue at a rate per annum equal to twelve percent
(12.0%).
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3. Section 2. Installment Payment; Maturity: The first sentence of this
section is hereby deleted in its entirety and replaced with the following:
"Installment of interest only ("Interest Installment") shall be due and payable
monthly in arrears immediately available funds commencing thirty (30) days from
the date of this Note and subsequent Interest Installments shall be due on the
first business day of each month for a period of forty eight (48) months after
the date of this First Amendment."
4. Section 10. Release Fees: This section is hereby amended to include the
following sentence:
"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 payment of such equity kicker shall
survive and continue after this Note is satisfied and all amounts due under this
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."
5. All provisions of the Note are hereby confirmed and ratified except as
specifically set forth herein, in which event the provision of this First
Amendment shall prevail.
RESORT FUNDING, INC. VCI-TUCSON INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------- ---------------------------
Xxxxxx X. Xxxxx, President Xxxxxx X. Xxxxxxx, Chairman
ILX INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx, Chairman
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