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FOURTH 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
November 20, 1995, 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 First Amendment dated as of
May 13, 1994, as further amended by Consent, Waiver and
Agreement dated as of September 23, 1994, as further amended
by Second Amendment to Amended and Restated Revolving Credit
Agreement dated as of December 9, 1994, and as further amended
by a Third Amendment to Amended and Restated Revolving Credit
Agreement dated as of December 19, 1994 (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 amend the operating margin covenant appearing in
Section 10.1 of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises,
the Borrowers, FAC, FNBB and the Agent hereby agree as
follows:
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Section 1. AMENDMENT TO CREDIT AGREEMENT. The Borrowers,
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FNBB and the Agent hereby agree to amend Section 10.1 of the
Credit Agreement by deleting said Section in its entirety and
substituting therefor the following new Section 10.1:
"Section 10.1. Operating Margin Covenant. The Borrowers will not
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permit, as of the last day of any fiscal quarter, the ratio of
Consolidated Earnings before Interest and Taxes to Consolidated
Total Revenue for the period of four (4) consecutive fiscal
quarters ended on such date to be less than sixteen percent
(16%); provided, however, that with respect to each period of
four (4) consecutive fiscal quarters ending on September 30,
1995 and December 31, 1995, the Borrowers will not permit the
ratio of Consolidated Earnings before Interest and Taxes to
Consolidated Total Revenue for such period to be less than
fourteen percent (14%)."
Section 2. FAC CONSENT. FAC hereby consents to the amendment to the
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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.
Section 3. OTHER AMENDMENTS. Except as expressly provided in this
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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.
Section 4. EXECUTION IN COUNTERPARTS. This Amendment may be executed
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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.
Section 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.
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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
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Title: Vice President
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FAIRFIELD ACCEPTANCE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice 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
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Title: Vice President
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