THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
between
FAIRFIELD COMMUNITIES, INC.
and
BANKBOSTON, N.A.,
INDIVIDUALLY AND AS AGENT
THIS THIRD AMENDMENT (this "Amendment") dated as of June 30, 1999, is
made by and among FAIRFIELD COMMUNITIES, INC., a Delaware corporation (the
"Company", "FCI" or "Fairfield"), BANKBOSTON, N.A., a national banking
association ("BKB"), and BANKBOSTON, N.A., as agent for itself and the Banks
(the "Agent"), all parties to a certain Amended and Restated Revolving Credit
Agreement dated as of January 15, 1998 (as amended and in effect as of the date
hereof, the "Credit Agreement"). This Amendment is joined in by Fairfield
Acceptance Corporation-Nevada (successor by merger to Fairfield Acceptance
Corporation), a Nevada domiciled Delaware corporation ("FAC"), Fairfield Myrtle
Beach, Inc. ("FMB"), Vacation Break USA, Inc. ("Vacation Break"), Sea Gardens
Beach and Tennis Resorts, Inc. ("SGR"), Vacation Break Resorts, Inc. ("VBR"),
Vacation Break Resorts at Star Island, Inc. ("VBRS"), Palm Vacation Group
("PVG") and Ocean Ranch Vacation Group ("ORV") (FAC, FMB, Vacation Break, SGR,
VBR, VBRS, PVG and ORV are hereinafter collectively referred to as the
"Subsidiary Guarantors") by reason of the Amended and Restated Unconditional
Payment and Performance Guaranty, dated as of January 15, 1998, from the
Subsidiary Guarantors in favor of the Agent and the Banks (the "FCI Guaranty").
All capitalized terms used herein and not otherwise defined shall have the same
respective meanings herein as in the Credit Agreement.
WHEREAS, FCI has requested and BKB has agreed to increase the letter of
credit sublimit under the Credit Agreement from $10,000,000 to $12,000,000 upon
the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, FCI, BKB,
the Agent and the Subsidiary Guarantors hereby agree as follows:
ss.1. AMENDMENT TO CREDIT AGREEMENT. Section 4.1.1 of the Credit Agreement
-----------------------------
is hereby amended by deleting the dollar figure "$10,000,000" from clause (a) of
the proviso at the end of such section and substituting therefor the dollar
figure "$12,000,000".
ss.2. CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment is
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subject to satisfaction of all of the following conditions:
(a) this Amendment shall have been duly executed and
delivered by the respective parties hereto and shall
be in full force and effect; and
(b) after giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing.
ss.3. SUBSIDIARY GUARANTORS' CONSENT. The Subsidiary Guarantors hereby
-------------------------------
consent to the amendments to the Credit Agreement set forth in this Amendment
and each confirms its obligation to the Agent and the Banks under the FCI
Guaranty and agrees that the FCI Guaranty shall extend to and include the
obligations of FCI under the Credit Agreement as amended by this Amendment. Each
of the Subsidiary Guarantors agrees that all of its obligations to the Agent and
the Banks evidenced by or otherwise arising under the FCI Guaranty are in full
force and effect and are hereby ratified and confirmed in all respects.
ss.4. REPRESENTATIONS AND WARRANTIES. Each of FCI and the Subsidiary
--------------------------------
Guarantors hereby represents and warrants to BKB and the Agent as follows:
(a) Representations and Warranties in Credit Agreement. The
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representations and warranties of FCI and the Subsidiary
Guarantors, as the case may be, 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 or 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) and no
Default or Event of Default has occurred or is continuing
under the Credit Agreement.
(b) Authority, No Conflicts, Etc. The execution, delivery
--------------------------------
and performance by each of FCI and the Subsidiary
Guarantors, as the case may be, of this Amendment and the
consummation of the transactions contemplated hereby (i) are
within the corporate power of each respective party and have
been duly authorized by all necessary corporate action on
the part of each respective party, (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 such party or any of its properties
are bound or affected.
(c) Enforceability of Obligations. This Amendment, the
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Credit Agreement as amended hereby, the FCI Guaranty and the
other Loan Documents constitute the legal, valid and binding
obligations of each of FCI and the Subsidiary Guarantors
parties thereto, enforceable against such party in
accordance with their respective terms, provided that (i)
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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.5. NO 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. FCI and each Subsidiary
Guarantor confirm and agree that the Obligations of FCI to the Banks and the
Agent under the Credit Agreement, as amended hereby, 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.
ss.6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
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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.7. HEADINGS. The captions in this Amendment are for convenience
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of reference only and shall not define or limit the provisions hereof.
[Remainder of page intentionally left blank.]
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: Executive Vice President
---------------------------
FAIRFIELD ACCEPTANCE
CORPORATION-NEVADA
By:/s/Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------
Title: President
---------------------------
FAIRFIELD MYRTLE BEACH, INC.
By: /s/Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
-----------------------------
Title: Vice President
----------------------------
VACATION BREAK USA, INC.
By: /s/Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------
Title: Vice President
-----------------------------
SEA GARDENS BEACH AND TENNIS
RESORTS, INC.
By: /s/Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------
Title: Vice President
-----------------------------
\ VACATION BREAK RESORTS, INC.
By: /s/Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------
Title: Vice President
-----------------------------
VACATION BREAK RESORTS AT
STAR ISLAND, INC.
By: /s/Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------------
Title: Vice President
------------------------------
PALM VACATION GROUP, by its
General Partners:
VACATION BREAK RESORTS
AT PALM AIRE, 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 VACATION GROUP,
by its General Partners:
VACATION BREAK AT OCEAN
RANCH, 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 Xxxxx
----------------------------
Name: Xxxx Xxxxx
--------------------------
Title: Vice President
--------------------------
