0001104659-01-503221 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2001 • Resortquest International Inc • Hotels & motels

THIRD AMENDMENT made as of this 3rd day of August, 2001 to the Employment Agreement dated as of April 29, 1998, as amended by the First Amendment To Employment Agreement entered into on the 29th day of July, 1999 and by the Second Amendment To Employment Agreement entered into on the 15th day of December, 1999, by and between ResortQuest International, Inc., a Delaware corporation formerly known as Vacation Properties International, Inc. (“RQI”), and David L. Levine (the “Employee”), which became effective on May 26, 1998, the date of the consummation of the initial public offering of the common stock of RQI (the “Employment Agreement”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2001 • Resortquest International Inc • Hotels & motels

THIS AMENDMENT made as of this 3rd day of August, 2001 to the Employment Agreement dated as of DATE, by and between ResortQuest International, Inc., a Delaware corporation formerly known as Vacation Properties International, Inc. (“RQI”), and NAME OF EMPLOYEE (the “Employee”), which became effective on DATE, the date of the consummation of the initial public offering of the common stock of RQI (the “Employment Agreement”) or date of hire.

SECOND MODIFICATION AGREEMENT
Second Modification Agreement • November 14th, 2001 • Resortquest International Inc • Hotels & motels • New York

THIS SECOND MODIFICATION AGREEMENT (this "Agreement" or “Second Modification”) is made as of October 30, 2001, by and among RESORTQUEST INTERNATIONAL, INC. (the "Company"), certain subsidiaries of the Company as guarantors set forth on the signature pages hereof (the “Guarantors”) and each of the Noteholders set forth on the signature pages hereof (together with their permitted successors, transferees and assigns, the "Noteholders").

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 14th, 2001 • Resortquest International Inc • Hotels & motels • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is dated as of October ___, 2001 and entered into by and among RESORTQUEST INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined in the Credit Agreement, as hereinafter defined), the financial institutions listed on the signature pages hereof (the “Lenders”), CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”), BANK OF AMERICA, N.A., as documentation agent (in such capacity, the “Documentation Agent”) and CRÉDIT LYONNAIS NEW YORK BRANCH, as syndication agent (in such capacity, the “Syndication Agent”), and is made with reference to that certain Amended and Restated Credit Agreement dated as of January 22, 2001, by and among the Borrower, the Guarantors, the Lenders (as defined therein), the Documentation Agent, the Syndication Agent and the Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have

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