FIRST AMENDMENT TO WAREHOUSING CREDIT AGREEMENT
EXHBIT 10.1
FIRST AMENDMENT TO WAREHOUSING CREDIT AGREEMENT
THIS FIRST AMENDMENT, dated as of July 21, 2006, amends and modifies a certain Warehousing
Credit Agreement, dated as of April 19, 2006 (the “Credit Agreement”), between EBANK MORTGAGE, LLC
(the “Borrower”) and U.S. BANK NATIONAL ASSOCIATION (the “Bank”). Terms not otherwise expressly
defined herein shall have the meanings set forth in the Credit Agreement.
FOR VALUE RECEIVED, the Borrower and the Bank agree that the Credit Agreement is amended as
follows.
ARTICLE I — AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Maturity Date. The definition of “Maturity Date” in Section 1.01 is amended to
read as follows:
"'Maturity Date‘: the earlier of (i) the date on which the Bank terminates the
Warehousing Commitment pursuant to Section 7.02 hereof and (ii) July 31, 2007.”
1.2 Construction. All references in the Credit Agreement to “this Agreement”,
“herein” and similar references shall be deemed to refer to the Credit Agreement as amended by this
Amendment.
ARTICLE II — REPRESENTATIONS AND WARRANTIES
To induce the Bank to enter into this Amendment and to make and maintain the Loans under the
Credit Agreement as amended hereby, the Borrower hereby warrants and represents to the Bank that it
is duly authorized to execute and deliver this Amendment, and to perform its obligations under the
Credit Agreement as amended hereby, and that this Amendment constitutes the legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms.
ARTICLE III — CONDITIONS PRECEDENT
This Amendment shall become effective on the date first set forth above, provided, however,
that the effectiveness of this Amendment is subject to the satisfaction of each of the following
conditions precedent:
3.1 Warranties. Before and after giving effect to this Amendment, the representations
and warranties in Article IV of the Credit Agreement shall be true and correct as though
made on the date hereof, except for changes that are permitted by the terms of the Credit
Agreement. The execution by the Borrower of this Amendment shall be deemed a representation that
the Borrower has complied with the foregoing condition.
3.2 Defaults. Before and after giving effect to this Amendment, no Default and no
Event of Default shall have occurred and be continuing under the Credit Agreement. The execution
by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied
with the foregoing condition.
3.3 Documents. The Borrower shall have executed and delivered this Amendment, and the
Guarantor shall have executed and delivered the acknowledgements attached hereto.
ARTICLE IV — GENERAL
4.1 Expenses. The Borrower agrees to reimburse the Bank upon demand for all
reasonable expenses (including reasonable attorneys’ fees and legal expenses) incurred by this Bank
in the preparation, negotiation and execution of this Amendment and any other document required to
be furnished herewith, and in enforcing the obligations of the Borrower hereunder, and to pay and
save the Bank harmless from all liability for, any stamp or other taxes which may be payable with
respect to the execution or delivery of this Amendment, which obligations of the Borrower shall
survive any termination of the Credit Agreement.
4.2 Counterparts. This Amendment may be executed in as many counterparts as may be
deemed necessary or convenient, and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed an original but all such counterparts shall constitute
but one and the same instrument.
4.3 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions hereof or
affecting the validity or enforceability of such provisions in any other jurisdiction.
4.4 Law; Consent to Jurisdiction; Waiver of Jury Trial. This Amendment shall be a
contract made under the laws of the State of Minnesota, which laws shall govern all the rights and
duties hereunder. This Amendment shall be subject to the Consent to Jurisdiction and Waiver of
Jury Trial provisions of the Credit Agreement.
4.5 Successors; Enforceability. This Amendment shall be binding upon the Borrower and
the Bank and their respective successors and assigns, and shall inure to the benefit of the
Borrower and the Bank and the successors and assigns of the Bank. Except as hereby amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all
respects.
(signature page follows)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed at
Minneapolis, Minnesota by their respective officers thereunto duly authorized as of the date first
written above.
| U.S. BANK NATIONAL ASSOCIATION |
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| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
| EBANK MORTGAGE, LLC |
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| By: | /s/ Xxx X. Xxxxxxxx | |||
| Title: | President | |||
