FIFTH AMENDMENT TO THIRD AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
BETWEEN
FAIRFIELD ACCEPTANCE CORPORATION
AND
BANKBOSTON, N.A.,
INDIVIDUALLY AND AS AGENT
THIS AMENDMENT (this "Amendment") dated as of February 13, 1998, is
made by and among FAIRFIELD ACCEPTANCE CORPORATION, a Delaware corporation (the
"Borrower" or "FAC"), 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"), parties to a certain Third 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 Communities, Inc., a Delaware corporation ("FCI") and
Fairfield Myrtle Beach, Inc. ("FMB", "FCI" and "FMB" are hereinafter
collectively referred to as the "Guarantors") by reason of the Unconditional
Guaranty of Payment and Performance, dated as of September 28, 1993, from the
Guarantors in favor of the Agent (the "FAC Guaranty"). All capitalized terms
used herein and not otherwise defined shall have the same respective meanings
herein as in the Credit Agreement.
WHEREAS, BKB, FAC and the Agent have agreed to reduce the rate of
interest on the Revolving Credit Loans during the balance of the VB Override
Period;
NOW, THEREFORE, in consideration of the premises, FAC, BKB, the
Guarantors and the Agent hereby agree as follows:
ss.1. Amendment to Credit Agreement. FAC, BKB and the Agent hereby agree to
amend the Credit Agreement as follows:
ss.1.1. The definition of "VB Override Period" appearing in Section 1.1 of
the Credit Agreement 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
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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
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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
one-fourth of one percent (1/4%), 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%)."
ss.2. CONSENT OF GUARANTORS. The Guarantors hereby consent to the
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amendment to the Credit Agreement set forth in this Amendment, and confirm their
obligations to the Agent and the Lenders under the FAC Guaranty and the FAC
Guaranty shall extend to and include the obligations of the Borrower under the
Credit Agreement as amended by this Amendment. Each of the Guarantors agrees
that all of its obligations to the Agent and the Lenders evidenced by or
otherwise arising under the FAC Guaranty are in full force and effect and are
hereby ratified and confirmed in all respects.
ss.3. REPRESENTATIONS AND WARRANTIES. Each of FAC, FCI and FMB hereby
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represents and warrants to BKB and the Agent as
follows:
(a) Representations and Warranties in Credit Agreement.
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The representations and warranties of FAC, FCI and
FMB 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
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and performance by each of FAC, FCI and FMB 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
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Credit Agreement as amended hereby, and the FAC
Guaranty constitute the legal, valid and binding
obligations of each of FAC, FCI and FMB, 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,
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all of the terms and conditions of the Credit Agreement and the other Loan
Documents remain in full force and effect. FAC confirms and agrees that the
Obligations of FAC to the Lenders and the Agent under the Credit Agreement, as
amended hereby, and all of the other obligations of FAC under the other Loan
Documents, are secured by and entitled to the benefits of the Security
Documents.
ss.5. 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.6. Headings. The captions in this Amendment are for convenience of
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reference only and shall not define or limit the provisions hereof.
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 ACCEPTANCE
CORPORATION
By:/s/ ▇▇▇▇▇▇ ▇.▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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FAIRFIELD COMMUNITIES, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Sr. Vice President
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FAIRFIELD MYRTLE BEACH, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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BANKBOSTON, N.A.,
Individually and as Agent
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Managing Director
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