FOURTH 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 December 19, 1997, 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
by a Consent, Waiver and Agreement, dated as of September 23, 1994, as further
amended by a First Amendment to Third Amended and Restated Revolving Credit
Agreement dated as of December 9, 1994, as further amended by a Second Amendment
to Third Amended and Restated Revolving Credit Agreement dated as of December
19, 1994, and as further amended by a Third Amendment to Third Amended and
Restated Revolving Credit Agreement dated as of December 12, 1996 (as so
amended, 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 Commitment and
increase the rate of interest on the Revolving Credit Loans during 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
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amend the Credit Agreement as follows:
ss.1.1. The definitions of "Commitment" and "Commitment Amount" appearing
in Section 1.1 of the Credit Agreement are hereby amended by deleting said
definitions in their entirety and substituting therefor the following new
definitions:
"Commitment. With respect to each Lender, the amount set forth on
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Schedule 1 hereto as the amount of such Lender's commitment to
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make Revolving Credit Loans to the Borrower; provided, that
during the VB Override Period the amount of FNBB's Commitment
shall be $15,000,000."
"Commitment Amount. $35,000,000; provided, that during the VB
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Override Period the Commitment Amount shall be $15,000,000."
ss.1.2. Section 1.1 of the Credit Agreement is further amended by inserting
the following definition immediately following the definition of "Unpaid
Reimbursement Obligation" appearing in said section:
"VB Override Period. The period commencing on December 19, 1997
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and ending on the earlier of: (i) March 18, 1998, or (ii) the
closing of the transaction contemplated by the Fairfield
Communities, Inc. VOI Contract-Backed Commercial Paper Program
Indicative Proposal, dated October 16, 1997, issued by BancBoston
Securities, Inc."
ss.1.3. Section 2.5 of the Credit Agreement is hereby amended by inserting
the following language at the end of the first sentence of said section:
"provided, however, that during the VB Override Period, 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. GUARANTORS CONSENT. The Guarantors hereby consent to the amendment to
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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. CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment is
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subject to satisfaction of all of the following conditions:
(a) Opinion of Counsel. BKB and the Agent shall have received a
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favorable legal opinion addressed to BKB and the Agent, in
form and substance satisfactory to BKB and the Agent, from
the Rose Law Firm, legal counsel to FAC, FCI and FMB, as to
the enforceability of this Amendment.
(b) Corporate Action. All corporate action necessary for the
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valid execution, delivery and performance by each of FAC,
FCI and FMB of this Amendment shall have been duly and
effectively taken and otherwise be duly authorized, and
satisfactory evidence thereof shall have been provided to
the Agent and BKB.
(c) FCI Amendment. BKB and the Agent shall have received
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evidence satisfactory to it of the occurrence of all
conditions precedent to the effectiveness of that certain
Seventh Amendment to Amended and Restated Revolving Credit
Agreement among FCI, FMB, FAC, BKB and the Agent dated of
even date herewith.
ss.4. 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. The
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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 and
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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 Credit
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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.5. OTHER AMENDMENTS. Except as expressly provided in this Amendment, all
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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.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 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/Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: President
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FAIRFIELD COMMUNITIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Sr. 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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BANKBOSTON, N.A.,
Individually and as Agent
By: /s/Xxxx X. XxXxxx
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Name: Xxxx X. XxXxxx
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Title: Managing Director
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