EXHIBIT 10-34
SECOND AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT
THIS SECOND AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (the
"SECOND AMENDMENT") is made as of the 30th day of August, 1999, by and
among (i) (a) HOME PROPERTIES OF NEW YORK, INC., a Maryland corporation
(the "REIT"), (b) HOME PROPERTIES OF NEW YORK, L.P., a New York limited
partnership (the "OPERATING PARTNERSHIP"), (c) HOME PROPERTIES WMF I, LLC,
a New York limited liability company (the "BORROWER") and (d) HOME
PROPERTIES OF NEW YORK, L.P. AND P-K PARTNERSHIP DOING BUSINESS AS XXXXXXXX
COURT AND XXXXX COURT, a Pennsylvania general partnership (the "SUBSIDIARY
OWNER"), (ii) WMF WASHINGTON MORTGAGE CORP., a Delaware corporation,
formerly known as Washington Mortgage Financial Group, Ltd. ("WMF") and
(iii) XXXXXX XXX, a federally-chartered and stockholder-owned corporation
organized and existing under the Federal National Mortgage Association
Charter Act, 12 U.S.C. section 1716 ET SEQ.
RECITALS
A. The parties to this Second Amendment are parties to that
certain Master Credit Facility Agreement, dated as of August 28, 1998, as
amended by that certain First Amendment to Master Credit Facility Agreement
dated as of December 11, 1998 (as further amended from time to time, the
"MASTER AGREEMENT").
B. All of the WMF's right, title and interest in the Master
Agreement and the Loan Documents executed in connection with the Master
Agreement or the transactions contemplated by the Master Agreement have
been assigned to Xxxxxx Mae pursuant to that certain Assignment of Master
Credit Facility Agreement and Other Loan Documents, dated as of August 28,
1998 (the "ASSIGNMENT"). Xxxxxx Xxx has not assumed any of the obligations
of WMF under the Master Agreement or the Loan Documents as a result of the
Assignment. Xxxxxx Mae has designated WMF as the servicer of the Advances
contemplated by the Master Agreement.
C. The parties are executing this Second Amendment pursuant to the
Master Agreement to reflect, among other things, an increase in the Base
Facility Credit Commitment pursuant to Article VIII of the Master
Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and agreements contained in this Second Amendment and the Master
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby agree as follows:
1. EXPANSION. Pursuant to a Credit Facility Expansion Request submitted
by Borrower, the definition of "Base Facility Credit Commitment" is hereby
replaced in its entirety by the following new definition:
"BASE FACILITY CREDIT COMMITMENT" means an amount equal to
$191,859,000, or such greater amount, not to exceed $200,000,000, as the
Borrower may elect in accordance with, and subject to, the provisions of
Article VIII.
2. FUTURE ADVANCE. Borrower hereby requests, and Lender hereby
agrees to make, on or about the date of this Second Amendment, a Future
Advance in the amount of $32,978,000. In connection with the Future
Advance, Borrower has amended all of the existing Security Instruments
(except for the Security Instruments encumbering existing Mortgaged
Properties located in New York), has added three Additional Mortgaged
Properties to the Collateral Pool by granting Security Instruments
encumbering the Additional Mortgaged Properties to WMF, and has executed
certain additional documents, and taken certain additional actions, in
connection therewith. To reflect the foregoing, Exhibit A to the Master
Agreement is hereby replaced in its entirety by the Exhibit A attached to
this Agreement.
3. CAPITALIZED TERMS. All capitalized terms used in this Second
Amendment which are not specifically defined herein shall have the
respective meanings set forth in the Master Agreement.
4. FULL FORCE AND EFFECT. Except as expressly modified by this
Second Amendment, all terms and conditions of the Master Agreement shall
continue in full force and effect.
5. COUNTERPARTS. This Second Amendment may be executed in
counterparts by the parties hereto, and each such counterpart shall be
considered an original and all such counterparts shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
HOME PROPERTIES OF NEW YORK, INC., a Maryland
corporation
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Vice President
HOME PROPERTIES OF NEW YORK, L.P., a New York
limited partnership
By: Home Properties of New York, Inc., a Maryland
corporation, its sole General Partner
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Vice President
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HOME PROPERTIES WMF I, LLC, a New York limited
liability company
By: Home Properties of New York, L.P., a New York
limited partnership, its sole Member
By: Home Properties of New York, Inc., a Maryland
corporation, its sole General Partner
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Vice President
HOME PROPERTIES OF NEW YORK, L.P. AND P-K
PARTNERSHIP DOING BUSINESS AS XXXXXXXX COURT AND
XXXXX COURT, a Pennsylvania general partnership
By: Home Properties of New York, L.P., a New York
limited partnership, a General Partner
By: Home Properties of New York, Inc., a Maryland
corporation, its sole General Partner
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Vice President
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[Signatures continued from preceding page]
WMF WASHINGTON MORTGAGE CORP., A DELAWARE CORPORATION, FORMERLY KNOWN AS
WASHINGTON MORTGAGE FINANCIAL GROUP, LTD.
By: /s/ G. Xxxxx Xxxxxx
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G. Xxxxx Xxxxxx
Vice President
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XXXXXX XXX
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
EXHIBIT A SCHEDULE OF OWNERS
