EIGHTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
AMONG
FAIRFIELD COMMUNITIES, INC.
FAIRFIELD MYRTLE BEACH, INC.
AND
BANKBOSTON, N.A.,
INDIVIDUALLY AND AS AGENT
THIS AMENDMENT (this "Amendment") dated as of February 13, 1998, is made by
and among FAIRFIELD COMMUNITIES, INC., a Delaware corporation (the "Company",
"FCI" or "Fairfield"), FAIRFIELD MYRTLE BEACH, INC., a Delaware corporation
("Myrtle Beach" or "FMB"), BANKBOSTON, N.A. (formerly The First National Bank of
Boston), a national banking association ("BKB"), and BANKBOSTON, N.A., as agent
for itself and the Lenders (the "Agent"), all parties to a certain Amended and
Restated Revolving Credit Agreement dated as of September 28, 1993 (as amended
and in effect on the date hereof, the "Credit Agreement"). This Amendment is
joined in by Fairfield Acceptance Corporation, a Delaware corporation ("FAC"),
by reason of the Unconditional Guaranty of Payment and Performance, dated as of
September 28, 1993, from FAC in favor of the Agent (the "Fairfield Guaranty"),
and by Vacation Break USA, Inc., a Florida corporation ("Vacation Break"),
Vacation Break Resorts at Palm Aire, Inc., a Florida corporation ("VBRPA"),
Vacation Break Resorts at Ocean Ranch, Inc., a Florida corporation ("VBROR"),
Palm Resort Group, Inc., a Florida corporation ("PRG"), and Ocean Ranch
Development, Inc., a Florida corporation ("ORD", and together with Vacation
Break, VBRPA, VBROR, PRG and ORD, the "Guarantors"), by reason of the
Guaranties, dated as of December 19, 1997, from each of the Guarantors in favor
of the Agent (the "VB Guaranties", and together with the Fairfield Guaranty, the
"Guaranties"). All capitalized terms used herein and not otherwise defined shall
have the same respective meanings herein as in the Credit Agreement.
WHEREAS, BKB has agreed to reduce that rate of interest during the balance
of VB Override Period, upon the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, in consideration of the foregoing premises, FCI, FMB, FAC,
BKB and the Agent hereby agree as follows:
-2-
ss.1. AMENDMENTS TO CREDIT AGREEMENT. FCI, FMB, BKB and the Agent hereby
-------------------------------
agree to amend the Credit Agreement as follows:
ss.1.1 The definition of "VB Override Period" is hereby amended by deleting
said definition in its entirety and substituting therefor the following new
definition:
"VB Override Period. The period commencing on December 19, 1997 and
-------------------
ending on the earlier of: (i) March 18, 1998, or (ii) the initial
funding of the loans contemplated by that certain Credit Agreement,
dated as of January 15, 1998, among Fairfield Receivables Corporation,
as borrower, FAC, as servicer, EagleFunding Capital Corporation,
BancBoston Securities, Inc., and BankBoston, N.A., as collateral
agent."
ss.1.2. Section 2.5 of the Credit Agreement is hereby amended by deleting
said section in its entirety and substituting therefor the following new
section:
"2.5. Interest on Revolving Credit Loans. Except as otherwise set
------------------------------------
forth in ss.5.5 hereof, each Revolving Credit Loan shall bear interest
for the period commencing with the Drawdown Date thereof until repaid
in full at the rate per annum equal to the sum of the Base Rate plus
seven-eighths of one percent (7/8%), provided, however, that during
-------- -------
the period commencing on December 19, 1997 and ending on February 13,
1998, the outstanding principal amount of the Revolving Credit Loans
shall bear interest at the rate per annum equal to the Base Rate plus
one and three-fourths percent (1 3/4%), and further, provided, that
------- --------
during the period commencing on February 14, 1998 and ending upon the
expiration of the VB Override Period, the outstanding principal amount
of the Revolving Credit Loans shall bear interest at the rate per
annum equal to the Base Rate plus one-fourth of one percent (1/4%).
ss.2. CONSENT OF FAC AND GUARANTORS. Each of FAC and the Guarantors hereby
-----------------------------
consents to the amendments to the Credit Agreement set forth in this Amendment,
and confirm its obligations to the Agent and the Lenders under its Guaranty and
agrees that its Guaranty shall extend to and include the obligations of FCI and
FMB under the Credit Agreement as amended by this Amendment. Each of FAC agrees
that all of its obligations to the Agent and the Lenders evidenced by or
otherwise arising under its Guaranty are in full force and effect and are hereby
ratified and confirmed in all respects.
ss.3. REPRESENTATIONS AND WARRANTIES. Each of FCI, FMB and FAC hereby
--------------------------------
represents and warrants to BKB and the Agent as follows:
(a) Representations and Warranties in Credit Agreement. Except
---------------------------------------------------
as previously disclosed to the Agent in writing prior to the
date hereof, the representations and warranties of FCI, FMB,
FAC
-3-
contained in the Loan Documents were true and correct in all
material respects when made and continue to be true and
correct in all material respects on the date hereof, with
the same effect as if made at and as of the date hereof
(except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement and the
other Loan Documents and changes occurring in the ordinary
course of business that singly or in the aggregate are not
materially adverse, and to the extent that such
representations and warranties relate expressly to an
earlier date).
(b) Authority, No Conflicts, Etc. The execution, delivery
-----------------------------
and performance by each of FCI, FMB, FAC and the Guarantors
of this Amendment and the consummation of the transactions
contemplated hereby, (i) are within the corporate power of
each of such parties and have been duly authorized by all
necessary corporate action on the part of each of such
parties, (ii) do not require any approval or consent of, or
filing with, any governmental authority or other third party
and (iii) do not conflict with, constitute a breach or
default under or result in the imposition of any lien or
encumbrance pursuant to any agreement, instrument or other
document to which any of such entity is a party or by which
any of them or any of their properties are bound or
affected.
(c) Enforceability of Obligations. This Amendment, the
-------------------------------
Credit Agreement as amended hereby, and the Guaranties
constitute, the legal, valid and binding obligations of each
of FCI, FMB, FAC and the Guarantors, as the case may be,
enforceable against such party in accordance with their
respective terms, provided that (i) enforcement may be
limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general
application affecting the rights and remedies of creditors,
and (ii) enforcement may be subject to general principles of
equity, and the availability of the remedies of specific
performance and injunctive relief may be subject to the
discretion of the court before which any proceedings for
such remedies may be brought.
ss.4. OTHER AMENDMENTS. Except as expressly provided in this Amendment, all
----------------
of the terms and conditions of the Credit Agreement and the other Loan Documents
remain in full force and effect. Each of FCI, FMB, FAC and the Guarantors
confirm and agree that the Obligations of FCI and FMB to the Lenders and the
Agent under the Credit Agreement, and all of the other obligations of any of
such parties under the other Loan Documents, are secured by and entitled to the
benefits of the Security Documents.
-4-
ss.5. EXECUTION IN COUNTERPARTS. This Amendment 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. In proving this Amendment, it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.
ss.6. HEADINGS. The captions in this Amendment are for convenience of
--------
reference only and shall not define or limit the provisions hereof.
-5-
IN WITNESS WHEREOF, the parties have executed this Amendment as an
instrument under seal to be governed by the laws of the Commonwealth of
Massachusetts, as of the date first above written.
FAIRFIELD COMMUNITIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: Sr. Vice President
---------------------------------
FAIRFIELD MYRTLE BEACH, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
---------------------------------
FAIRFIELD ACCEPTANCE
CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
-----------------------------------
Title: President
--------------------------------
VACATION BREAK USA, INC.
By: /s/Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
----------------------------------
VACATION BREAK RESORTS AT
PALM AIRE, INC.
By: /s/Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
--------------------------------
-6-
VACATION BREAK RESORTS AT
OCEAN RANCH, INC.
By: /s/Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
--------------------------------
PALM RESORT GROUP, INC.
By: /s/Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
OCEAN RANCH DEVELOPMENT, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
---------------------------------
BANKBOSTON, N.A.,
Individually and as Agent
By: /s/Xxxx X. XxXxxx
-----------------------------------
Name: Xxxx X. XxXxxx
---------------------------------
Title: Managing Director
---------------------------------
