AMENDMENT NO. 2
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 9,
1999 (the "Amendment"), is entered into by and among FAIRFIELD RECEIVABLES
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CORPORATION, a Delaware corporation (the "Borrower"), EAGLEFUNDING CAPITAL
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CORPORATION, a Delaware corporation ("EagleFunding"), FAIRFIELD ACCEPTANCE
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CORPORATION - NEVADA, a Delaware corporation (formerly known as Fairfield
Acceptance Corporation) ("FAC"), as Servicer (in such capacity, the "Servicer"),
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FAIRFIELD COMMUNITIES, INC., a Delaware corporation ("FCI"), BANCBOSTON
---
XXXXXXXXX XXXXXXXX INC., a Massachusetts corporation (formerly known as
BancBoston Securities Inc.) ("BRSI"), as Deal Agent (in such capacity, the "Deal
---- ----
Agent"), CIBC WORLD MARKETS CORP., a Delaware corporation, as Deal Co-Agent (in
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such capacity, the "Deal Co-Agent"), and BANKBOSTON, N.A., ("BKB"), as
---
Collateral Agent (in such capacity, the "Collateral Agent"). Capitalized terms
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used herein and not otherwise defined herein shall have the meanings ascribed to
such terms in the "Credit Agreement" (as defined below).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the parties hereto (other than the Deal Co-Agent)
entered into that certain Credit Agreement dated as of January 15, 1998, as
amended pursuant to Amendment No. 1 to Credit Agreement, dated as of February 2,
1999 (the "Credit Agreement"), pursuant to which, among other things,
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EagleFunding agreed to make EagleFunding Loans on Borrowing Dates and the
Borrower agreed to make additional Grants of Contracts on Contract Grant Dates;
and
WHEREAS, the parties hereto have agreed to modify certain
terms and provisions of the Credit Agreement as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. Amendments to the Agreement. Effective as of the date first
---------------------------
written above and subject to the satisfaction of each of the conditions set
forth in Section 2 hereof (the "Effective Date"), the Credit Agreement is
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amended as follows:
(a) The Preamble is hereby deleted in its entirety and the following
is substituted therefor:
"CREDIT AGREEMENT, dated as of January 15, 1998, (the
'Credit Agreement'), among FAIRFIELD RECEIVABLES CORPORATION, a
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Delaware corporation (the 'Borrower'),
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EAGLEFUNDING CAPITAL CORPORATION, a Delaware corporation
('EagleFunding'), FAIRFIELD ACCEPTANCE CORPORATION-NEVADA, a
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Delaware corporation ('FAC'), in its capacity as Servicer
---
hereunder (in such capacity, the 'Servicer'), FAIRFIELD
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COMMUNITIES, INC., a Delaware corporation ('FCI'), BANCBOSTON
---
XXXXXXXXX XXXXXXXX INC. (formerly known as BancBoston Securities,
Inc.), a Massachusetts corporation ('BSI') in its capacity as
---
Deal Agent (in such capacity, the 'Deal Agent'), CIBC World
Markets Corp., a Delaware corporation in its capacity as Deal
Co-Agent (in such capacity the 'Deal Co-Agent') and BANKBOSTON,
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N.A., in its capacity as Collateral Agent, (in such capacity, the
'Collateral Agent')."
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(b) Section 2.02 is hereby amended to delete the first sentence of such
Section in its entirety and substitute therefore the following sentence:
"All of the EagleFunding Loans shall be evidenced by an
Amended and Restated Promissory Note in substantially the form attached
hereto as Exhibit A (the "EagleFunding Note") appropriately completed,
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duly executed and delivered on behalf of the Borrower and payable to
the order of EagleFunding which EagleFunding Note shall replace and
supersede in its entirety that certain promissory note from the
Borrower to EagleFunding dated as of January 15, 1998 in the original
principal amount of $150,000,000."
(c) Section 2.06(a)(iii) is hereby deleted in its entirety and the
following is substituted therefor:
"(iii) on any Interest Payment Date for EagleFunding
Loans funded or maintained through the making of Eurodollar
Rate Advances under the Liquidity Agreement, accrued and
unpaid interest on such EagleFunding Loans at a rate per annum
equal at all times during each applicable Interest Period for
each such EagleFunding Loan to the Eurodollar Rate for such
Interest Period, plus,
(1) 0.50%for the first six months that the underlying
Eurodollar Rate Advance remains outstanding, and
(2) 1.50% from the seventh month and for as long
thereafter as the underlying Eurodollar Rate Advance remains
outstanding.
each computed on the basis of the actual number of days
elapsed over a year of 360 days."
(d) Section 3.01(f) is hereby deleted in its entirety and the following
is substituted therefor:
"(f) Reserved."
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(e) Section 3.02(k)(i)(A)(2) is hereby amended to delete the words "84
months" and substitute the phrase "the actual amortization schedule of payments
but not to exceed 120 months" therefor.
(f) Section 4.01(l) is hereby deleted in its entirety and the following
is substituted therefor:
"(l) Lock-Box Accounts. Except in the case of any
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Lock-Box Account pursuant to which only Collections subject to
a PAC or Credit Card Account are deposited, the Borrower has
filed or has caused FAC or FCI to file a standing delivery
order with the United States Postal Service authorizing each
Lock-Box Bank to receive mail delivered to the related Post
Office Box. The account numbers of all Lock-Box Accounts,
together with the names, addresses, ABA numbers and names of
contact persons of all the Lock-Box Banks maintaining such
Lock-Box Accounts and the related Post Office Boxes, are
specified in Exhibit E. From and after the Effective Date,
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none of FCI, the Seller or the Borrower have any right, title
and/or interest in or to any of the Lock-Box Accounts or the
Post-Office Boxes and maintain no lock-box accounts in their
own names for the collection of Payments in respect of Pledged
Contracts. The Borrower has no other lock-box accounts for the
collection of Payments in respect of Pledged Contracts except
for the Lock-Box Accounts."
(g) Section 4.02(v)(iii) is hereby deleted in its entirety and the
following is substituted therefor:
"(iii) in the case of any Contracts in respect of
which the related VOI or Lot has been deeded out to the
relevant Obligor:
(A) a copy of the deed for the related VOI or Lot,
and
(B) the original of any related recorded or
unrecorded Mortgage (or a copy of such recorded Mortgage, if
the original of the recorded Mortgage is unavailable)
(other than in the case of any Contract with respect to which
the relevant Mortgage and/or deed is outside the Contract File
for purposes of recording such Mortgage in the relevant local
real property recording office, but only to the
extent that: (x) such Mortgage and copy of deed shall not
have been outside of the relevant Contract File for such
purposes for more than (1) 180 days from the relevant
Contract Grant Date (in the case of Contracts relating to
VOIs located in the State of Florida) and (2) 180 days from
the date on which the related VOI or Lot is required to be
deeded to an Obligor (in the case of Contracts relating to
VOIs or Lots located in any other Development), and (y)
unless and to the extent waived by the Deal Agent in
writing, the Servicer shall retain in its files (and provide
copies of same to the Deal Agent upon request) certificates
from FCI's applicable title agents in Florida to the effect
that the Mortgage in question has been delivered for
purposes of recordation to the appropriate local real
property recording office (in the case of Contract relating
to VOIs located in the State of Florida))."
(h) Section 4.02(w) is hereby deleted in its entirety and the following
is substituted therefor:
"(w) Lock-Box Accounts. The Obligor of such Contract
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either
(1) shall have been instructed, pursuant to the
Servicer's routine distribution of a periodic statement to
such Obligor next succeeding
(A) the Effective Date or any Contract Grant Date
(as applicable), or
(B) the day on which a PAC or Credit Card Account
ceased to apply to such Contract, in the case of a Pledged
Contract formerly subject to a PAC or Credit Card Account,
but in no event later than the then next succeeding due date
for Payment under the related Pledged Contract, to remit
Payments thereunder to a Post Office Box for credit to a
Lock-Box Account, or directly to a Lock-Box Account, in each
case maintained at a Lock-Box Bank pursuant to the terms of a
Lock-Box Agreement substantially in the form of Exhibit G
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hereto, or
(2) has entered into a PAC or Credit Card Account,
pursuant to which a deposit account of such Obligor is made
subject to a pre-authorized debit in respect of Payments as
they become due and payable, and the Borrower has, and has
caused each of the Servicer, a Lock-Box Bank and/or the
Collection Account Bank, to take all necessary and appropriate
action to ensure that each such pre-authorized debit is
credited directly to a Lock-Box Account."
(i) Section 5.01(c) is hereby amended as follows:
(i) the phrase "the Deal Agent or its agent or representative"
in the introductory clause of such Section is hereby deleted in its
entirety and the phrase "the Deal Agent, the Deal Co-Agent or either of
their agents or representatives" is substituted therefor;
(ii) the phrase "the Deal Agent and/or its agents and
representatives", in each instance where such phrase appears in clause
(i) of such Section, is hereby deleted in its entirety and the phrase
"the Deal Agent, the Deal Co-Agent and/or their respective agents or
representatives" is substituted therefor;
(iii) the phrase "the Deal Agent's" in the first sentence of
the last paragraph of such Section is hereby deleted in its entirety
and the phrase "the Deal Agent's and the Deal Co-Agent's"; and
(iv) the phrase "the Deal Agent and its agents and
representatives" in the last sentence of the last paragraph of such
Section is hereby deleted in its entirety and the phrase "the Deal
Agent, the Deal Co-Agent and their respective agents and
representatives" is substituted therefor.
(v) the following sentence is hereby added immediately
following the last sentence of the last paragraph of such Section
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5.01(c):
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"In connection with all audits performed under this
Credit Agreement, the Deal Agent, the Deal Co-Agent and the
Collateral Agent shall use reasonable efforts to coordinate
the staffing and timing of such audits in order to minimize
the cost and expense thereof."
(j) Section 5.01(g) is hereby amended to delete clause (1) and (2)
thereof in their entirety and to substitute the following therefor:
"(1) Instruct all Obligors to either
(A) send all Collections directly to a Post Office
Box or Lock-Box Account, or
(B) in the alternative, make Payments by way of
pre-authorized debits from a deposit account of such Obligor
pursuant to a PAC or from a credit card of such Obligor
pursuant to a Credit Card Account, which Payments shall be
electronically transferred directly to a Lock-Box Account
immediately upon each such debit (provided that, for the
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avoidance of doubt, each Obligor may at any time cease to
deposit its Collections directly to a Post Office Box
or a Lock-Box Account, or pursuant to a PAC or Credit Card
Account, so long as such Borrower promptly instructs such
Obligor to commence one of the two alternative methods of
funds transfer provided for in either of subclauses (A) or
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(B) of this clause (1)).
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(2) In the case of funds transfers pursuant to a PAC
or Credit Card Account, take, or cause each of the Servicer, a
Lock-Box Bank and/or the Collection Account Bank to take all
necessary and appropriate action to ensure that each such
preauthorized debit is credited directly to a Lock-Box
Account."
(k) Section 6.01(a) is hereby amended to delete clause (x) thereof in
its entirety and to substitute the following therefor:
"(x) a report on computer tape (or other computer
record format reasonably acceptable to the Deal Agent)
containing the master file for each Pledged Contract, updated
through the close of business on the prior Business Day and
appropriately filled-out (which master file shall contain,
among other things, (i) the Contract Pool Principal Balance of
each Pledged Contract as of the close of business on the
preceding Business Day, (ii) the interest rate payable under
each Pledged Contract, and (iii) an identifying notation for
each Pledged Contract to which a PAC or Credit Card Account is
applicable), which tape shall be delivered to a repository
which may be designated by the Deal Agent from time to time
(which repository initially shall be Offsite Data Storage,
Inc., Mabelvale, Arkansas, and which repository shall in all
cases provide an acknowledgment in form and substance
satisfactory to the Deal Agent to the effect that such
repository maintains an account in the name of the Collateral
Agent); and"
(l) The following Section is hereby added immediately after Section
8.04 and immediately prior to Article IX:
"Section 8.05. Deal Co-Agent. Notwithstanding anything
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herein or elsewhere to the contrary, CIBC World Markets Corp.
shall have no duties or responsibilities to any Person whatsoever
by virtue of its designation as 'Deal Co-Agent' hereunder."
(m) Section 9.04(a) is hereby amended as follows:
(i) in each instance where the phrase "the Deal Agent" appears
in such Section 9.04(a) it is hereby deleted and the phrase "the Deal
Agent, the Deal Co-Agent" is substituted therefor.
(ii) the following sentence is added immediately following the
last sentence of such Section 9.04(a):
"In connection with all inspections performed under
this Credit Agreement, the Deal Agent, the Deal Co-Agent and
the Collateral Agent shall use reasonable efforts to
coordinate the staffing and timing of such investigations in
order to minimize the cost and expense thereof."
(n) Section 9.12(f) is hereby deleted in its entirety and the following
is substituted therefor:
"(f) Notice to Obligors. The Servicer shall ensure
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that the Obligor of each Contract either
(1) shall have been instructed, pursuant to the
Servicer's routine distribution of a periodic statement to
such Obligor next succeeding
(A) any Contract Grant Date, or
(B) the day on which a PAC or Credit Card Account
ceased to apply to such Contract, in the case of a Pledged
Contract formerly subject to a PAC or Credit Card Account,
but in no event later than the then next succeeding due date
for Payment under the related Pledged Contract, to remit
Payments thereunder to a Post Office Box for credit to a
Lock-Box Account, or directly to a Lock-Box Account, in each
case maintained at a Lock-Box Bank pursuant to the terms of a
Lock-Box Agreement, or
(2) has entered into a PAC or Credit Card Account,
pursuant to which a deposit account of such Obligor is made
subject to a pre-authorized debit in respect of Payments as
they become due and payable, and the Borrower has, and has
caused each of the
Servicer, a Lock-Box Bank and/or the Collection Account
Bank, to take all necessary and appropriate action to ensure
that each such pre-authorized debit is credited directly to
a Lock-Box Account."
(o) Section 10.01(n) is hereby deleted in its entirety and the
following is substituted therefor:
"(n) On any Determination Date, the arithmetic
average of the Default Percentages for the six most recently
concluded Calculation Periods exceeds 1.25%."
(p) Section 10.01(p)(B) is hereby amended as follows:
(i) the phrase "which do not constitute Canceled Contracts" is
hereby deleted in its entirety; and
(ii) the reference to the percentage "14.5%" is hereby deleted
and a reference to the percentage "14.0%" is substituted therefor.
(q) Article XII is hereby amended to delete the phrase "the Deal
Agent", in each instance where such phrase appears in Section 12.01, 12.02,
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12.03, 12.04, 12.05 (except for clause (iii) thereof), and 12.06 of such
----- ----- ----- -----
Article, and substitute therefor the phrase "the Deal Agent, the Deal Co-Agent
(solely in its capacity as Deal Co-Agent)".
(r) The definition of "Contract Rate" in Appendix A is hereby deleted
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in its entirety and the following is substituted therefor:
"'Contract Rate' means, with respect to a Pledged
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Contract, the annual rate at which interest accrues on such
Pledged Contract, as modified from time to time only in
accordance with (a) the terms of PAC or Credit Card Account
(if applicable) or (b) the terms of such Pledged Contract, if
such Pledged Contract provides for a variable interest rate."
(s) The definition of "Contract Schedule" in Appendix A is hereby
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amended to delete clause (f) thereof in its entirety and to substitute the
following therefor:
"(f) whether the Obligor has elected PAC or Credit
Card Account with respect to the Contract;"
(t) Appendix A is hereby amended to add the following definition
immediately after the definition of "CP Disruption" and immediately prior to the
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definition of "Credit Standards and Collections Policies":
-----------------------------------------
"'Credit Card Account' means an arrangement whereby
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an Obligor makes Payments under a Contract via pre-authorized
debit to a Major Credit Card."
(u) Appendix A is hereby amended to add the following definition
immediately after the definition of "Deal Agent" and immediately prior to the
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definition of "Dealer":
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"'Deal Co-Agent' means CIBC World Markets Corp. in its
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capacity as 'Deal Co-Agent', and any successor thereto."
(v) The definition of "Default Percentage" in Appendix A is hereby
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deleted in its entirety and the following is substituted therefor:
"'Default Percentage' means, for any Calculation
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Period, a fraction (stated as a percentage) equal to (i) the
aggregate outstanding Principal Balance of all Pledged
Contracts which became Defaulted Contracts during such
Calculation Period, divided by (ii) the Eligible Contract Pool
Principal Balance outstanding as of the last day of such
Calculation Period."
(w) The definition of "Delinquency Percentage" in Appendix A is hereby
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deleted in its entirety and the following is substituted therefor:
"'Delinquency Percentage' means, for any Calculation
-----------------------
Period, a fraction (stated as a percentage) equal to (i) the
aggregate outstanding Principal Balance of all Pledged
Contracts which became Delinquent Contracts during such
Calculation Period, divided by (ii) the Eligible Contract Pool
Principal Balance outstanding as of the last day of such
Calculation Period."
(x) The definition of "Eligible Development" in Appendix A is hereby
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amended to add the following language to clause (a) of such definition
immediately following the term "'Eligible Development'":
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"provided that the Servicer shall deliver to the Deal Agent a
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written request for the Deal Agent's approval of a Development as an
Eligible Development at least 30 days
prior to the date upon which it is intended that such Development will
become an Eligible Development"
(y) The definition of "Excess Concentration Reserve" in Appendix A is
------------------------------
hereby amended to delete clause (d) thereof in its entirety and to substitute
the following therefor:
"(d) the amount by which the aggregate Principal
Balance of all Eligible Contracts related to Lots exceeds 5%
of the Eligible Contract Pool Principal Balance on such day;"
(z) The definition of "Facility Limit" in Appendix A is hereby deleted
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in its entirety and the following is substituted therefor:
"'Facility Limit' means $250,000,000."
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(aa) The definition of "Liquidity Agreement" in Appendix A is hereby
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deleted in its entirety and the following is substituted therefor:
"'Liquidity Agreement' means that certain Amended and
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Restated Liquidity Agreement dated as of June 9, 1999, by and
among EagleFunding, as Liquidity Borrower, the Liquidity
Providers party thereto, the Liquidity Agent and the Liquidity
Collateral Agent, as the same may be amended, restated,
supplemented or otherwise modified from time to time."
(bb) Appendix A is hereby amended to add the following definition
immediately after the definition of "Lot" and immediately prior to the
---
definition of "Material Adverse Effect":
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"'Major Credit Card' means any one of Visa, Mastercard,
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American Express, Discover Card or Diners Club."
(cc) The definition of "Spread Account Requirement" in Appendix A is
----------------------------
hereby amended to delete the following parenthetical contained in the last line
thereof:
"(including all Defaulted Contracts required to be released on
the Settlement Date with respect to which the Spread Account
Requirement is being calculated)"
(dd) The definition of "Weighted Average Seasoning" in Appendix A
--------------------------
is hereby deleted in its entirety.
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective
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upon the satisfaction of the following conditions precedent:
(a) The Deal Agent shall have received:
(1) eight fully executed copies of this Amendment and the
Amended and Restated Liquidity Agreement;
(2) an opinion of Xxxxx Xxxx with respect to enforceability
and such other issues as the Deal Agent may reasonably request;
(3) an opinion of Sidley & Austin with respect to
enforceability and perfection against EagleFunding;
(4) an opinion of Nevada counsel with respect to perfection
and such other issues as the Deal Agent shall reasonably request; and
(5) such other further documents and information as the Deal
Agent shall reasonably request.
(b) The Purchaser shall have obtained confirmation from each of S&P,
Xxxxx'x and DCR that the amendments herein and in the Amended and Restated
Liquidity Agreement of even date herewith among EagleFunding, as Liquidity
Borrower, BKB, as Liquidity Agent, the Liquidity Providers party thereto, and
Bankers Trust Company, as Liquidity Collateral Agent (the "Amended and Restated
--------------------
Liquidity Agreement") will not result in a withdrawal or reduction of the
--------------------
ratings of the Transaction Commercial Paper Notes;
(c) All of the fees and expenses referred to in Section 8 below and any
other fees and expenses owing under Section 14.07 of the Agreement or any other
agreement between the parties thereto shall have been paid in full; and
(d) The conditions precedent to the effectiveness of the Amended and
Restated Liquidity Agreement shall have been fully satisfied.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) Upon the
--------------------------------------------
effectiveness of this Amendment, each of the Borrower, FCI, FAC and the Servicer
hereby remakes and reaffirms all covenants, representations and warranties made
by it (or deemed made by it) in the Agreement (except, in each case, to the
extent that such covenants, representations or warranties expressly speak as to
another date or to the extent otherwise disclosed in writing to the Deal Agent).
(b) Each of the Borrower, FCI, FAC and the Servicer hereby represents
and warrants that:
(i) It has duly and validly executed and delivered this
Amendment, and this Amendment constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms except
as enforceability may be subject to or limited by Debtor Relief Laws or
by general principles of equity (whether considered in a suit at law or
in equity).
(ii) Its execution, delivery and performance of this
Amendment, and its consummation of each of the transactions
contemplated hereby, have in all cases been duly authorized by all
necessary corporate action, do not contravene (A) its charter or
by-laws, (B) any law, rule or regulation applicable to it, (C) any
contractual restriction contained in any indenture, loan or credit
agreement, lease, mortgage, deed of trust, security agreement, bond,
note, or other agreement or instrument binding on or affecting it or
its property or (D) any order, writ, judgment, award, injunction or
decree binding on or affecting it or its property (except where such
contravention would not have a Material Adverse Effect), and do not
result in or require the creation of any Lien upon or with respect to
any of its properties; and no transaction contemplated hereby requires
compliance with any bulk sales act or similar law.
(iii) All approvals, authorizations, consents, order or other
actions of, and all registration, qualification, designation,
declaration, notice to or filing with, any Person or of any
governmental body or official required in connection with the execution
and delivery of this Amendment, the consummation of the transactions
contemplated hereby, the performance of and the compliance with the
terms hereof, have been obtained, except where the failure so to do
would not have a Material Adverse Effect.
(iv) As of the date hereof, no event has occurred and is
continuing, or would result from the execution, delivery and
performance hereof, which constitutes an Event of Default, Unmatured
Event of Default, Servicer Default or Unmatured Servicer Default, and
there is no Termination Date currently in effect.
SECTION 4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
--------------
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS DISTINGUISHED FROM THE
CONFLICT OF LAW PROVISIONS) OF THE STATE OF NEW YORK.
SECTION 5. SEVERABILITY. Each provision of this Amendment shall be
------------
severable from every other provision of this Amendment for the purpose of
determining the legal enforceability of any provision hereof, and the
unenforceability of any provision hereof in one jurisdiction shall not have the
effect of rendering such provision or provisions unenforceable in any other
jurisdiction.
SECTION 6. REFERENCE TO AND EFFECT ON THE AGREEMENT. Upon the
----------------------------------------------
effectiveness of this Amendment, each reference in the Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like import shall mean
and be, and references to the Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Agreement shall mean
and be, a reference to the Agreement as previously amended and as amended
hereby. Except as otherwise amended by this Amendment, the Agreement as
previously amended shall continue in full force and effect and is hereby
ratified and confirmed.
SECTION 7. COUNTERPARTS. This Amendment may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
SECTION 8. FEES AND EXPENSES. The Borrower hereby confirms its agreement to
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pay on demand all reasonable costs and expenses in connection with the
preparation, execution and delivery of this Amendment and any of the other
instruments, documents and agreements to be executed and/or delivered in
connection herewith including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel to the Deal Agent and Deal Co-Agent with
respect thereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
FAIRFIELD RECEIVABLES
CORPORATION
By: Xxxxx X. Xxxxxx
-----------------------------------
Title: President
Address: 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attn: President
Telephone: (000) 000-0000 (Ext. 3107)
Telecopy: (000) 000-0000
FAIRFIELD ACCEPTANCE
CORPORATION - NEVADA
By: Xxxxx X. Xxxxxx
-----------------------------------
Title: President
Address: 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attn: President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
FAIRFIELD COMMUNITIES, INC.
By:Xxxxx X. Xxxxxx
--------------------------------------
Title: Treasurer
Address: 0000 Xxxxxxxxx Xxxxxx, #000
Xxxxxxx, Xxxxxxx 00000
Attn: President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
EAGLEFUNDING FUNDING CAPITAL
CORPORATION
By: BancBoston Xxxxxxxxx Xxxxxxxx Inc.,
its Attorney-in-Fact
By: /s/Xxx Xxxxxxx
--------------------------------------
Title: Director
Address: 000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Mail Stop: 01-09-02
Attn: Xxx Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
BANCBOSTON XXXXXXXXX XXXXXXXX INC.,
as Deal Agent
By: /s/Xxx Xxxxxxx
--------------------------------------
Title: Director
Address: 000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Mail Stop: 01-09-02
Attn: Xxx Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
CIBC WORLD MARKETS CORP.,
as Deal Co-Agent
By: /s/Xxxxx Xxxxxxxx
-------------------------------------
Title: Authorized Signatory
Address: 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Asset Securitization Group
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
BANKBOSTON, N.A.,
as Collateral Agent
By: /s/Xxx Xxxxxxx
-------------------------------------
Title: Director
Address: 000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Mail Stop: 01-09-02
Attn: Xxx Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
