SECOND AMENDMENT
TO
PLEDGE AND SERVICING AGREEMENT
THIS SECOND AMENDMENT TO PLEDGE AND SERVICING AGREEMENT ("Agreement"),
dated as of March 15, 2000, amends and modifies that certain Pledge and
Servicing Agreement, dated as of July 31, 1998, and amended by a First Amendment
dated as of October 31, 1999 (the "Pledge Agreement"), by and among Fairfield
Funding Corporation, II, a Delaware corporation, Fairfield Acceptance
Corporation - Nevada, a Delaware corporation in its capacity as Servicer
thereunder, Fairfield Communities, Inc., a Delaware corporation, First Security
Bank, National Association, as Trustee and Fleet National Bank, formerly
BankBoston, N.A., as Collateral Agent, and is joined in by the Noteholders for
the sole purpose of evidencing their consent hereto.
WHEREAS, the parties to the Purchase Agreement have agreed and consented to
modify the Pledge Agreement in order to reflect their understanding regarding
the application and operation of said agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Pledge Agreement.
2. The definition of Amortization Commencement Date in Section 1.1 of the
Pledge Agreement is hereby amended and restated as follows:
"'Amortization Commencement Date' means the first Payment Date
following the earlier of (a) April 1, 2000, or (b) the occurrence of an
Early Amortization Event."
3. Except as expressly provided in this Agreement, all of the terms and
conditions of the Pledge Agreement shall remain in full force and effect.
4. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Nevada.
5. This Agreement may be executed in any number of counterparts and by
each party on a separate counterpart, each of which when so executed and
delivered shall be an original, but all of which together shall constitute
one instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
FAIRFIELD FUNDING CORPORATION, II
By:/s/Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
FAIRFIELD ACCEPTANCE CORPORATION-
NEVADA
By:/s/Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
FAIRFIELD COMMUNITIES, INC.
By:/s/Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
FIRST SECURITY BANK NATIONAL
ASSOCIATION, as Trustee
By:/s/Xxxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
FLEET NATIONAL BANK, formerly BankBoston,
N.A., as Collateral Agent
By:/s/Xxx Xxxxxxx
-----------------------------------
Name: Xxx Xxxxxxx
Title: Director
Consented to as of the date first written above.
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By:/s/Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
-------------------------------
Title: Investment Officer
INVESTORS PARTNER LIFE INSURANCE
COMPANY
By:/s/Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------
Title: Second Vice President
XXXX XXXXXXX VARIABLE LIFE
INSURANCE COMPANY
By:/s/Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------
Title: Second Vice President
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: CIGNA INVESTMENTS, INC.
By:/s/Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
-------------------------------
Title: Vice President
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
ON BEHALF OF ONE OR MORE
SEPARATE ACCOUNTS
By: CIGNA INVESTMENTS, INC.
By:/s/Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
-------------------------------
Title: Vice President
