SHORT TERM BOND EXCHANGE AGREEMENT
THIS SHORT TERM BOND EXCHANGE AGREEMENT ("Agreement") is made by and
between the party indicated below as Holder ("Holder") and Resort Funding, Inc.
formerly known as ▇▇▇▇▇▇▇ Funding International, Ltd., a Delaware corporation,
with offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("RFI").
WHEREAS, Holder received a Short Term Bond issued by RFI dated May 5, 1995
with a maturity date of August 28, 1995 (the "Note").
WHEREAS, RFI desires to cancel the Note and issue a new note with a
principal balance equal to the accrued and unpaid principal and interest on the
Note, such interest and principal balance to be due and payable as defined below
(the "New Note").
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:
1. Upon the execution of this Agreement and acceptance by the holders of
ninety percent (90%) of the principal amount of the Notes currently
outstanding (the "Minimum Acceptance Level") RFI shall be obligated to
cancel the Note and issue a New Note.
2. Upon the execution of this Agreement and receipt of notice from RFI that
the Minimum Acceptance Level has been reached, Holder shall be obligated
to submit their Notes for cancellation and accept the New Notes in
replacement thereof.
3. The terms of the New Note shall be as follows:
a) The maturity date of the New Note will be December 1, 1998 (the
"Maturity Date").
b) Interest on the principal balance of the New Note shall be paid
monthly at the rate of eight percent (8.0%) per annum.
c) The principal balance of the New Note shall be due and payable on
the Maturity Date.
4. This Agreement contains the entire agreement of the parties and supercedes
any previous agreements and representations, whether oral or written, with
respect to the subject matter herein.
5. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to the principles of conflict
of laws.
IN WITNESS WHEREOF, the parties have executed this Short Term Bond
Exchange Agreement this ___ day of November, 1996.
Holder Resort Funding, Inc.
Signature: _________________________ By:___________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Print Name: _________________________ Executive Vice President
Address: _________________________
_________________________
_________________________
