AMENDMENT NO. 1
to
CREDIT AGREEMENT
Dated as of February 2, 1999
THIS AMENDMENT NO. 1 ("Amendment") dated as of February 2, 1999, among
FAIRFIELD RECEIVABLES CORPORATION (as Borrower), EAGLEFUNDING CAPITAL
CORPORATION, FAIRFIELD ACCEPTANCE CORPORATION - NEVADA (f/k/a FAIRFIELD
ACCEPTANCE CORPORATION (as Servicer), FAIRFIELD COMMUNITIES, INC., BANCBOSTON
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC. (f/k/a BANCBOSTON SECURITIES INC.) (as Deal Agent) and
BANKBOSTON, N.A. (as Collateral Agent). Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the "Agreement"
referred to below.
Each of the parties hereto has consented to the proposed amendment to
the Agreement, as hereinafter set forth.
SECTION 1. Amendment to the Agreement. The Agreement is, effective as
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of the date first written above and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof hereby amended as follows:
a) In Appendix A to the Credit Agreement, to add the definition of
Weighted Average Seasoning:
"Weighted Average Seasoning" means, with respect to any Determination Date,
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the fraction (stated as a number of months) equal to
(i) the sum, across all Pledged Contracts, of the product of (x) the
number of [whole calendar] months which have elapsed since the
origination of each such Pledged Contract and (y) the Principal
Balance of such Pledged Contract then in effect,
divided by
(ii) the sum of the Principal Balances then in effect of all such
Pledged Contracts.
b) In Section 10.01 (n) to delete such section in its entirety and to
replace it with the following:
If, as of any Determination Date, either (i) the Weighted Average
Seasoning of Pledged Contracts is less than or equal to 30 months, and
the fraction (stated as a percentage) of the sum of Default Percentages
for the three most recently concluded Calculation Periods divided by
three exceeds [2.25%] or (ii) the Weighted Average Seasoning of Pledged
Contracts is greater than 30 months, and the fraction (stated as a
percentage) of the sum of Default Percentages for the three most
recently concluded Calculation Periods divided by three exceeds
[1.75%].
SECTION 2. Conditions Precedent. This Amendment shall become effective
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as of February 4, 1999 upon receipt by the Deal Agent or its counsel of
(a) counterpart signature pages of this Amendment, executed by each of
the parties hereto;
(b) written confirmation from each of the rating agencies then rating
the Commercial Paper notes at the request of the Borrower and the
Administrator that the rating of the Commercial Paper Notes would not, as a
result of the effectiveness of this Amendment, be reduced or withdrawn).
SECTION 3. Covenants, Representations and Warranties of the Borrower.
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(a) Upon the effectiveness of this Amendment, the Borrower hereby (i)
reaffirms all covenants, representations and warranties made by it in the
Agreement to the extent the same are not amended hereby, (ii) agrees that all
such covenants, representations and warranties shall be deemed to have been
re-made as of the effective date of this Amendment, and (iii) represents and
warrants that no Event of Default which has not been waived or cured, or event
which with the giving of notice or the passage of time or both would constitute
an Event of Default which has not been waived or cured, is in effect or is
continuing.
(b) The Borrower hereby represents and warrants that this Amendment
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.
SECTION 4. Reference to and Effect on the Credit Agreement
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(a) Upon the effectiveness of this Amendment, (i) each reference in the
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import shall mean and be a reference to the Agreement, as amended hereby, and
(ii) each reference to the Agreement in any other Facility Document, or any
other document, instrument or agreement executed and/or delivered in connection
therewith, shall mean and be a reference to the Agreement as amended hereby.
(b) Except as specifically amended above, the terms and conditions of
the Agreement, of all other Facility Documents and of any other documents,
instruments and
agreements executed and/or delivered in connection therewith, shall remain in
full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of EagleFunding, the Deal
Agent or the Collateral Agent under the Agreement or any other Facility Document
or any other document, instrument or agreement executed in connection therewith,
nor constitute a waiver of any provision contained therein, in each case except
as specifically set forth herein.
SECTION 5. Execution in Counterparts. This Amendment may be executed in any
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number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.
SECTION 6. Governing Law. This Amendment shall be governed by and construed
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in accordance with the laws of the State of New York.
SECTION 7. Headings. Section headings in this Amendment are included herein
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for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
EAGLEFUNDING CAPITAL CORPORATION
By: BancBoston ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. (formerly
known as BancBoston Securities Inc.),
as its attorney-in-fact
By: /s/▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Director
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The Collateral Agent
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BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston)
By: /s/▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Director
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The Borrower
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FAIRFIELD RECEIVABLES CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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The Servicer
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FAIRFIELD ACCEPTANCE CORPORATION-
NEVADA (f/k/a FAIRFIELD ACCEPTANCE
CORPORATION)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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FAIRFIELD COMMUNITIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
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