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SECOND AMENDMENT
SECOND AMENDMENT, dated as of March 31, 1997, (this "Amendment"), to
the Loan Agreement, dated as of January 15, 1997, as amended February 28, 1997
(the "Loan Agreement"), between HOMESIDE LENDING, INC., a Florida corporation
(the "Borrower"), and THE CHASE MANHATTAN BANK, a New York banking corporation
(the "Lender").
W I T N E S S E T H:
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WHEREAS, pursuant to the Loan Agreement, the Lender has agreed to make,
and has made, certain loans and other extensions of credit to the Borrower, and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lender has agreed, that certain provisions of the Loan Agreement
be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. DEFINED TERMS. Terms defined in the Loan Agreement and used
herein shall have the meanings given to them in the Loan Agreement or the Credit
Agreement (as such term is defined in the Loan Agreement).
II. Amendments to Credit Agreement.
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1. AMENDMENTS TO SECTION 1. Subsection 1.1 of the Loan Agreement is
hereby amended by adding thereto the following definition in the appropriate
alphabetical order-
"SECOND AMENDMENT": the Second Amendment, dated as of
March 31, 1997, to this Agreement.
III. Amendments and Endorsements to the Note.
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1. AMENDMENTS TO THE NOTE. The Note held by the Lender is hereby
amended by deleting the following terms "the earlier of (a) April 1, 1997 and
(b) the closing of an offering of debt securities or medium-term notes of
HomeSide Lending, Inc. in an aggregate principal amount of not less than $85
million" wherever such terms appear therein and substituting in lieu thereof the
terms "the earlier of (a) May 1, 1997 and (b) the closing of an offering of debt
securities or medium-term notes of HomeSide Lending, Inc. in an aggregate
principal amount of not less than $85 million".
2. ENDORSEMENT OF THE NOTE. The Borrower hereby requests and
authorizes the
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Lender, and, the Lender hereby agrees, to permanently affix to the Note held by
the Lender, as of the Amendment Effective Date (as hereinafter defined) and in
any event prior to any transfer of the Note, the following endorsement:
This Note has been amended pursuant to, and as provided in,
Section III.1 of the Second Amendment, dated as of March 31,
1997, to the Loan Agreement.
IV. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date (the "Amendment Effective Date") on which the Lender
receives (i) this Amendment duly executed and delivered by a duly authorized
officer of the Borrower, (ii) such instruments and documents as the Lender
requests in connection with the Collateral and the security interest therein
granted hereunder, including executed Uniform Commercial Code filings in proper
form for filing and acknowledgement agreements relating thereto in form and
substance satisfactory to the Lender, and (iii) such opinions of counsel to the
Borrower as the Lender shall request and certified copies of the resolutions of
the Board of Directors of the Borrower authorizing this Agreement and the
borrowings and security interests contemplated hereby.
V. General.
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1. REPRESENTATIONS AND WARRANTIES. To induce the Lender to enter
into this Amendment, the Borrower confirms, reaffirms and restates to the Lender
that, as of the Amendment Effective Date, the representations and warranties set
forth in Section 5 of the Credit Agreement are true and correct in all material
respects, PROVIDED that the references to the Credit Agreement therein shall be
deemed to be references to this Amendment, the Loan Agreement and the Note, as
the case may be. Each request by the Borrower that a Loan be made hereunder or
under the Loan Agreement, and each borrowing thereof, shall constitute a
representation and warranty by the Borrower on the date thereof that all such
representations and warranties set forth in the preceding sentence are true and
correct in all material respects as if made on such date.
2. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse
the Lender for all of its out-of-pocket costs and reasonable expenses incurred
in connection with this Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the Lender.
3. NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement, the Loan Agreement ind the Note are and shall remain in full force
and effect.
4. GOVERNING LAW; COUNTERPARTS. (a) This Amendment and the rights
and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
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(b) This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Lender.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
HOMESIDE LENDING, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Title: Senior Vice President
THE CHASE MANHATTAN BANK
By: /s/ P.A. Xxxxxx
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Title: Vice President
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