EXHIBIT 10.41
--------------------------------------------------------------------------------
ELEVENTH AMENDMENT TO WAREHOUSING
CREDIT, TERM LOAN AND SECURITY AGREEMENT
--------------------------------------------------------------------------------
THIS ELEVENTH AMENDMENT TO WAREHOUSING CREDIT, TERM LOAN AND SECURITY AGREEMENT
(this "Amendment") is entered into as of March 14, 2003, by and between COLUMBIA
NATIONAL, INCORPORATED, a Maryland corporation ("CNI"), AMERICAN HOME MORTGAGE
CORP., a New York corporation ("AHMC") (CNI and AHMC are collectively referred
to as "Borrower") RESIDENTIAL FUNDING CORPORATION, a Delaware corporation
("RFC"), U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), ALLFIRST BANK ("Allfirst
Bank"), FLEET NATIONAL BANK ("Fleet"), CREDIT LYONNAIS NEW YORK BRANCH ("Credit
Lyonnais") and COLONIAL BANK ("Colonial") (RFC, U.S. Bank, Allfirst Bank, Fleet,
Credit Lyonnais, Colonial, and any Additional Lender as may from time to time
become a party hereto and their respective successors and permitted assigns
being referred to individually as a "Lender" and collectively as the "Lenders"),
and RFC as credit agent for the Lenders (in such capacity, the "Credit Agent"),
and U.S. Bank, as collateral agent for the Credit Agent and the Lenders
("Collateral Agent").
WHEREAS, CNI, Credit Agent and Collateral Agent have entered into a single
family revolving warehouse facility and a term loan facility, as evidenced by a
Warehousing Credit, Term Loan and Security Agreement (Syndicated Loan Agreement)
dated as of May 3, 2001, by and among the Borrower, the Lenders named therein,
the Collateral Agent and the Credit Agent, as the same has been amended,
supplemented or otherwise modified from time to time (the "Agreement"); and
WHEREAS, Borrower has requested a permanent increase in the Warehousing Credit
Limit to $450,000,000 and amendment of certain other terms in the Syndicated
Loan Agreement and Lenders have agreed to such permanent increase and amendment
subject to the terms and conditions of this Amendment.
NOW, THEREFORE, for and in consideration of the foregoing and of the mutual
covenants, agreements and conditions hereinafter set forth and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1) Subject to the satisfaction of the conditions set forth in Section 6, the
effective date ("Effective Date") of this Amendment shall be March 14, 2003.
2) All capitalized terms used herein that are not otherwise defined below are
defined in the Agreement.
3) Section 3.1(a) of the Agreement is deleted in its entirety and the following
is substituted in lieu thereof::
3.1(a) To obtain a Warehousing Advance against an Eligible Loan under
this Agreement, Borrower must deliver to Collateral Agent, not
later than 2:15 p.m. on the Business Day on which Borrower desires
the Warehousing Advance against Eligible Loans, the documents
provided for in the Collateral Agency Agreement ("Warehousing
Advance Request").
4) Exhibit K to the Agreement is hereby deleted in its entirety and replaced
with the new Exhibit K attached to this Amendment. All references in the
Agreement to Exhibit K will be deemed to refer to the new Exhibit K.
5) Exhibit P to the Agreement is hereby deleted in its entirety and replaced
with the new Exhibit P attached to this Amendment. All references in the
Agreement to Exhibit P will be deemed to refer to the new Exhibit P.
6) On the Effective Date of this Amendment, Borrower shall deliver to Credit
Agent (a) executed original of this Amendment, (b) a $2,000 legal documentation
fee; (c) amendment fees as required under Section 13.8(b) of the Agreement.
7) Borrower represents, warrants and agrees that a) there exists no Default or
Event of Default under the Loan Documents, b) the Loan Documents continue to be
the legal, valid and binding agreements and obligations of Borrower enforceable
in accordance with their terms, as modified herein, c) Lender is not in default
under any of the Loan Documents and Borrower has no offset or defense to its
performance or obligations under any of the Loan Documents, d) the
representations contained in the Loan Documents remain true and accurate in all
respects and e) there has been no material adverse change in the financial
condition of Borrower from the date of the Agreement to the date of this
Amendment.
8) Except as hereby expressly modified, the Agreement shall otherwise be
unchanged and shall remain in full force and effect, and Borrower ratifies and
reaffirms all of its obligations thereunder.
9) This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, Borrower, Lenders, Credit Agent and Collateral Agent have
caused this Amendment to be duly executed on their behalf by their duly
authorized officers as of the day and year above written.
BORROWERS:
COLUMBIA NATIONAL, INCORPORATED,
a Maryland corporation
By: /s/ Xxxx X. Xxxxx
-----------------------------
Its: Senior Vice President/Treasurer
---------------------------
AMERICAN HOME MORTGAGE CORP.,
a New York corporation
By: /s/ Xxxxxxx X. Silver
-----------------------------
Its: Senior Vice President
----------------------------
CREDIT AGENT:
RESIDENTIAL FUNDING CORPORATION,
a Delaware corporation
By: Xxx Xxxxx
----------------------------
Its: Director
COLLATERAL AGENT:
U.S. BANK NATIONAL ASSOCIATION,
a national banking association
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------
Its: Vice President
---------------------------
LENDERS:
RESIDENTIAL FUNDING CORPORATION,
a Delaware corporation
By: /s/ Xxx Xxxxx
----------------------------
Its: Director
U.S. BANK NATIONAL ASSOCIATION,
a national banking association
By: /s/ Xxxxxxxx Xxxxxx
----------------------------
Its: Vice President
---------------------------
ALLFIRST BANK
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Its: Vice President
---------------------------
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Its: Vice President
---------------------------
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ W. Xxx Xxxxxxx
----------------------------
Its: First Vice President
---------------------------
COLONIAL BANK,
an Alabama banking corporation
By: /s/ Xxx X. Xxxxx
----------------------------
Its: Senior Vice President
---------------------------
CONSENT OF GUARANTOR
--------------------------------------------------------------------------------
The undersigned, being the Guarantor under the Guaranty dated as of June 28,
2002, hereby consents to the foregoing Amendment and the transactions
contemplated thereby and hereby ratifies and reaffirms its obligations under its
Guaranty so as to include within the term "Guaranteed Debt" the indebtedness,
obligations and liabilities of Borrower under this Amendment and the Note. The
Guarantor hereby reaffirms that its obligations under its Guaranty are separate
and distinct from Borrower's obligations to Lender, and that its obligations
under the Guaranty are in full force and effect, and hereby waives and agrees
not to assert any anti-deficiency protections or other rights as a defense to
its obligations under the Guaranty, all as more fully set forth in the Guaranty,
the terms of which are incorporated herein as if fully set forth herein.
Dated: March 17, 2003
---------
AMERICAN HOME MORTGAGE HOLDINGS, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Silver
-----------------------------------
Its: Senior Vice President
----------------------------------
