FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED
SUPPLEMENTARY TRUST AGREEMENT
(ARIZONA)
This First Amendment to Third Amended and Restated
Supplementary Trust Agreement is made and entered into as of
July 31, 1996, by and among Fairfield Communities, Inc., a
Delaware corporation (referred to herein as "FCI");
Fairfield Acceptance Corporation, a Delaware corporation and
wholly-owned subsidiary of FCI (referred to herein as
"FAC"); First American Title Insurance Company, a California
corporation (referred to herein as "Trustee"); The First
National Bank of Boston, Boston, Massachusetts (referred to
herein as "FNBB"), as agent and lender to FCI pursuant to
the FCI Boston Loan Agreement; FNBB, as agent and lender to
FAC pursuant to the FAC Boston Loan Agreement; and Capital
Markets Assurance Corporation, a New York Stock insurance
company, as collateral agent (referred to herein as "1995
Collateral Agent"), pursuant to the 1995 Credit Agreement
(as hereinafter defined). This Amendment amends that
certain Third Amended and Restated Supplementary Trust
Agreement, dated as of July 31, 1996 (the "Agreement").
Unless otherwise defined herein, all capitalized terms shall
have the meanings ascribed thereto in the Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 15(a) of the Agreement,
FCI, FAC, Trustee and Bank of Boston can amend the Agreement
to identify and segregate a separate pool of Sales Contracts
and the Intervals relating thereto, which are to be sold or
pledged pursuant to a pooling, pledge or sale agreement;
WHEREAS, FAC has previously sold certain Sales
Contracts to Fairfield Capital Corporation, a Delaware
corporation (referred to herein as "FCC") pursuant to a
Receivables Purchase Agreement, dated as of March 28, 1995,
among FCI, as originator, FAC, as seller and FCC, as
purchaser, which Sales Contracts were in turn pledged by FCC
to the 1995 Collateral Agent for the benefit Triple-A One
Funding Corporation, a Delaware corporation (referred to
herein as "Triple-A"), pursuant to the 1995 Credit
Agreement;
WHEREAS, the parties hereto desire to enter into this
Amendment in order to amend certain definitions contained in
the Agreement to reflect that the 1995 Credit Agreement is
being amended and restated contemporaneously herewith; and
NOW THEREFORE, in consideration of the mutual promises
and covenants set forth herein, the parties hereto agree as
follows:
1. Section 1 of the Agreement is hereby amended by
adding thereto the following definitions (and by striking
any definitions which are supplanted by the definitions set
forth below):
1995 Credit Agreement means that certain Amended and
----------------------
Restated Credit Agreement dated as of July 31, 1996, by and
among FAC, as servicer, FCI, FCC, as borrower, L/C Bank,
Triple-A and the 1995 Collateral Agent, relating to loans to
be made by Triple-A to FCC, as the same may be amended,
supplemented, or otherwise modified from time to time in
accordance with the terms thereof.
1995 Collateral Agent means Capital Markets Assurance
----------------------
Corporation, a New York Stock insurance company, as
collateral agent for the benefit of itself, Triple-A and L/C
Bank pursuant to the 1995 Credit Agreement.
L/C Bank means The First National Bank of Boston, as
--------
L/C Bank under the 1995 Credit Agreement.
2. Section 16 of the Agreement is hereby amended by
adding thereto the following addresses (and by striking any
addresses which are supplanted by the addresses set forth
below):
First American Title Insurance Company
--------------------------------------
Xxxx Xxxxxx or Xxxx Xxxxxxxx
First American Title Insurance Company, a California corporation
403 X. Xxxxxxx, P. O. Xxx 0000
Xxxxxxxxx, Xxxxxxx 00000
(000) 000-0000
The First National Bank of Boston
---------------------------------
Counsel:
Xxxxx X. Xxxxxx Xxxxxx Xxxxxxxx
The First National Bank of Boston Xxxxxxx, Xxxx & Xxxxx
000 Xxxxxxxxx Xxxxxx Xxxxx, X.X. 000 Xxxxxxx Xxxxxx
Xxxxx 000 Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxxxx, Xxxxxxx 00000 (617) 951-8535
(000) 000-0000 Telecopy: (000) 000-0000
Telecopy: (000)000-0000
Capital Markets Assurance Corporation
-------------------------------------
000 Xxxxx Xxxxxx, 00xx Xxxxx Counsel:
Xxx Xxxx, XX 00000 Xxxx X. Xxxxxxxxxx, Esq.
Attn: Head of Exposure Sidley & Austin
Management 0000 Xxx Xxxxxx, XX
(000) 000-0000 Xxxxxxxxxx, X.X. 00000
Telecopy: (000) 000-0000 (000)000-0000
Telecopy: (000) 000-0000
3. Except as otherwise amended by this Amendment, all
provisions of the Agreement remain in full force and effect.
4. An executed copy of this Amendment shall be
provided to all parties to the Agreement.
5. This Amendment shall be construed in accordance
with and governed by the laws of the State of Arizona. In
the event that any clause or provision of this Amendment is
declared to be invalid, the invalidity of any such clause or
provision shall not affect the remaining clauses and
provisions of this Amendment which shall remain in full
force and effect.
6. This Amendment may be executed in one or more
counterparts, all of which shall constitute one and the same
instrument.
[THIS SPACE LEFT BLANK INTENTIONALLY]
DATED as of the date first above written.
FAIRFIELD COMMUNITIES, INC.
/s/Xxxx Xxxxxxx BY:/s/Xxxxxx X. Xxxxxx
_________________________ ____________________________
Witness TITLE: Senior Vice President
FAIRFIELD ACCEPTANCE CORPORATION
/s/Xxxx Xxxxxxx BY:/s/Xxxxxx X. Xxxxxx
_________________________ ____________________________
Witness TITLE: President
FIRST AMERICAN TITLE INSURANCE,
A CALIFORNIA CORPORATION
/s/Xxxx Xxxxx BY:/s/Xxxx Xxxxxxxx
_________________________ ____________________________
Witness TITLE: Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as agent and lender under the
FCI Boston Loan Agreement
/s/Xxxxx X. Xxxxxxxx BY: /s/Xxxxx X. Xxxxxx
_________________________ ____________________________
Witness TITLE: Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as agent and lender under the
FAC Boston Loan Agreement
/s/Xxxxx X. Xxxxxxxx BY: /s/Xxxxx X. Xxxxxx
_________________________ ____________________________
Witness TITLE: Vice President
CAPITAL MARKETS ASSURANCE
CORPORATION,
as 1995 Collateral Agent
/s/Xxxx Peopls BY: /s/Xxxxxx Xxxxxxxxxxx
_________________________ ____________________________
Witness TITLE: Vice President
