SIXTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
among
FAIRFIELD COMMUNITIES, INC.
FAIRFIELD MYRTLE BEACH, INC.
and
THE FIRST NATIONAL BANK OF BOSTON,
INDIVIDUALLY AND AS AGENT
THIS AMENDMENT (this "Amendment") dated as of December
12, 1996, is made by and among FAIRFIELD COMMUNITIES, INC.,
a Delaware corporation (the "Company or "Fairfield"),
FAIRFIELD MYRTLE BEACH, INC., a Delaware corporation
("Myrtle Beach", and together with Fairfield, the
"Borrowers"), THE FIRST NATIONAL BANK OF BOSTON, a national
banking association ("FNBB") and THE FIRST NATIONAL BANK OF
BOSTON, 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
by a First Amendment to Amended and Restated Revolving
Credit Agreement dated as of May 13, 1994, as further
amended by a Consent, Waiver and Agreement dated as of
September 23, 1994, as further amended by a Second Amendment
to Amended and Restated Revolving Credit Agreement dated as
of December 9, 1994, as further amended by a Third Amendment
to Amended and Restated Revolving Credit Agreement dated as
of December 19, 1994, as further amended by a Fourth
Amendment to Amended and Restated Revolving Credit Agreement
dated as of November 20, 1995, and as further amended by a
Fifth Amendment to Amended and Restated Revolving Credit
Agreement dated as of January 25, 1996 (as so amended, 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"). All
capitalized terms used herein and not otherwise defined
shall have the same respective meanings herein as in the
Credit Agreement.
WHEREAS, FNBB, the Borrowers and the Agent have agreed
to extend the maturity date of the Revolving Credit Loans
and to amend the tangible net worth covenant appearing in
Section 10.5 of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises, the
Borrowers, FAC, FNBB and the Agent hereby agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. The Borrowers,
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FNBB and the Agent hereby agree to amend the Credit
Agreement as follows:
1.1. The definition of "Maturity Date" 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:
"Maturity Date. January 1, 1999, or if extended in
-------------
accordance with 3.4 hereof, such extended date."
1.2. Section 1.1 of the Credit Agreement is hereby
amended by adding the following new definition to said
Section immediately following the definition of
"Properties":
"Public Offering. The public offering of 900,000
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shares of the Common Stock of the Company, par value
$0.01 per share, described in that certain Form S-3
Registration Statement under the Securities Act of 1933
(Registration No. 333-14875) filed by the Company with
the Securities and Exchange Commission on October
25,1996, and as amended by Amendment No. 1 filed by the
Company with the Securities and Exchange Commission on
November 19, 1996."
1.3. Section 10.5 of the Credit Agreement is hereby
amended by deleting said Section in its entirety and
substituting therefor the following new Section 10.5:
"10.5. Consolidated Tangible Net Worth. The
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Borrowers will not permit Consolidated Tangible Net
Worth at any time to be less than the sum of (a)
$61,207,000, plus (b) on a cumulative basis, 50% of
positive Consolidated Net Income for each fiscal
quarter beginning with the fiscal quarter ended
December 31, 1994, plus (c) the net proceeds of the
Public Offering, after deducting (i) underwriting
discounts and offering expenses, and (ii) the amount of
such net proceeds applied to (A) the repayment of
principal of and accrued interest on that certain
promissory note of the Company in the original
principal amount of $6,396,108.71, dated June 30, 1994,
payable to VM Investors Partnership and (B) the
repayment of principal and accrued interest or
repurchase (including accrued interest) by the Company
of a portion of the Exchange Notes, plus (d) 100% of
the proceeds (after deducting underwriting discounts
and offering expenses) of any other sale by the Company
of (i) equity securities issued by the Company, or (ii)
warrants or subscription rights for equity securities
issued by the Company."
2. FAC CONSENT. FAC hereby consents to the amendment
-----------
to the Credit Agreement set forth in this Amendment and
confirms its obligations to the Agent and the Lenders under
the Fairfield Guaranty and the Fairfield Guaranty shall
extend to and include the obligations of the Borrowers under
the Credit Agreement as amended by this Amendment. FAC
agrees that all of its obligations to the Agent and the
Lenders evidenced by or otherwise arising under the
Fairfield Guaranty are in full force and effect and are
hereby ratified and confirmed in all respects.
3. OTHER AMENDMENTS. Except as expressly provided in
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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 the Borrowers and FAC confirm and
agree that the Obligations of the Borrowers to the Lenders
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.
4. EXECUTION IN COUNTERPARTS. This Amendment may be
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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.
5. HEADINGS. The captions in this Amendment are for
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convenience of 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 COMMUNITIES, INC.
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Senior Vice President
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FAIRFIELD MYRTLE BEACH, INC.
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
-----------------------------
Title: Vice President
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FAIRFIELD ACCEPTANCE
CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------------
Title: President
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THE FIRST NATIONAL BANK
OF BOSTON, Individually and as Agent
By:/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
-----------------------------
Title: Vice President
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