FIRST AMENDMENT
TO
PLEDGE AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO PLEDGE AND SERVICING AGREEMENT ("Agreement"),
dated as of October 31, 1998, amends and modifies that certain Pledge and
Servicing Agreement, dated as of July 31, 1998 (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 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 make a clarifying change to the Pledge Agreement in order to
reflect their understanding regarding the practical 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 language beginning on the fourth line of Section 2.4 of the Pledge
Agreement which reads "...equal to the aggregate amount then on deposit in the
Reinvestment Account..." is hereby amended to read "...equal to the aggregate
amount on deposit in the Reinvestment Account as of such Payment Date...."
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
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