Exhibit 10.31
SEVENTH AMENDMENT TO
AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT
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THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED WAREHOUSING CREDIT
AGREEMENT (the "Seventh Amendment") is made and entered into as of the 29th
day of August, 2004, by and among (i)UNITED FINANCIAL MORTGAGE CORP., an
Illinois corporation with its principal place of business located at 000
Xxxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxx 00000 ("United" or the
"Company"), (ii) (a) NATIONAL CITY BANK OF KENTUCKY, a national banking
association with a place of business located at 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 ("National City"), (b) BANK ONE, NA, a national
banking association with its principal place of business located in Chicago,
Illinois ("Bank One"), (c) COMERICA BANK, a Michigan banking corporation
with its principal place of business located at 000 Xxxxxxxx Xxxxxx, XX:
3256, Xxxxxxx, Xxxxxxxx 00000 ("Comerica"), (d) COLONIAL BANK, N.A., a
national banking association with a principal place of business located at
000 X. Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 ("Colonial"), and
HSBC BANK USA, a New York state banking corporation with its principal place
of business at Xxx XXXX Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxx Xxxx 00000 ("HSBC")
(National City, Bank One, Comerica, Colonial and HSBC are each individually
referred to as a "Bank" and collectively as the "Banks"), and (iii) NATIONAL
CITY BANK OF KENTUCKY, in its capacity as Agent for the Banks (in such
capacity, the "Agent").
P R E L I M I N A R Y S T A T E M E N T:
A. Pursuant to that certain Amended and Restated Warehousing Credit
Agreement dated as of August 1, 2003, among the Company, the Banks party
thereto and the Agent, as heretofore amended (the "Existing Credit
Agreement"), the Agent and the Banks have established a warehousing line of
credit facility in favor of the Company in the current maximum principal
amount of One Hundred Ten Million Dollars ($110,000,000.00) (the "Warehouse
Line"), for the purposes set forth therein.
B. The Company has now requested that the Agent and Banks amend the
Existing Credit Agreement to extend the Maturity Date to September 30, 2004.
C. The Agent and the Banks are willing to and desire to amend the
Existing Credit Agreement in the manner described above, upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth in the Existing Credit Agreement and
herein, and for other good and valuable consideration, the mutuality,
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Each capitalized term used herein, unless otherwise expressly
defined herein, shall have the meaning set forth in the Existing Credit
Agreement.
2. The following definition, as contained in Article 1 of the
Existing Credit Agreement, is hereby amended and restated in its entirety to
read as follows:
"Maturity Date" shall mean September 30, 2004; provided that the
Agent and the Banks shall have the option, in their sole, absolute
discretion, either one time or from time to time, to extend the Maturity
Date for an additional period not to exceed three hundred sixty four (364)
days. If the Maturity Date is extended, the term "Maturity Date" shall mean
the date of expiration of such extension.
3. The Company represents and warrants that no Event of Default has
occurred to date under the Existing Credit Agreement or any other Loan
Document and that no Unmatured Event of Default currently exists under any
of the Loan Documents.
4. This Seventh Amendment may be executed in one or more
counterparts, each of which shall constitute an original and all of the same
shall constitute one and the same instrument.
5. This Seventh Amendment shall be effective as of the date of
delivery to the Agent of each of the following: (i) this Seventh Amendment
and each of the other agreements and instruments referred to herein or
related hereto, each duly executed by each of the parties thereto, and (ii)
all such other security documents, opinions, instruments and certificates as
may be required by Agent or its counsel in order to consummate the
transactions contemplated herein.
6. This Seventh Amendment and the related writings and the respective
rights and obligations of the parties shall be governed by, and construed
and enforced in accordance with, the laws of the Commonwealth of Kentucky.
7. This Seventh Amendment shall be binding upon, and shall inure to
the benefit of, the Company, the Banks and the Agent and their respective
successors and assigns.
8. This Seventh Amendment and the agreements, instruments and other
documents referred to herein, constitute the entire agreement of the parties
with respect to, and supersede all prior understandings of the parties with
respect to the subject matter hereof. No change, modification, addition or
termination of this Seventh Amendment shall be enforceable unless in writing
signed by the party against whom enforcement is sought.
9. The Company hereby makes, declares, ratifies and/or reaffirms, as
applicable, all of the representations, warranties, covenants, agreements
and obligations set forth in the Existing Credit Agreement and each of the
other Loan Documents, as amended and modified hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Amendment to Amended and Restated Warehousing Credit Agreement to be duly
executed as of the day and year first above written.
UNITED FINANCIAL MORTGAGE CORP.
By: _______________________________________
Title: ______________________________________
(the "Company")
NATIONAL CITY BANK OF KENTUCKY
By: ______________________________________
Title: _____________________________________
BANK ONE, NA
By: ________________________________________
Title: _______________________________________
COMERICA BANK
By: ________________________________________
Title: _______________________________________
COLONIAL BANK, N.A.
By: ________________________________________
Title: _______________________________________
HSBC BANK USA
By: ______________________________________
Title: _____________________________________
(collectively, the "Banks")
NATIONAL CITY BANK OF KENTUCKY
By: _____________________________________
Title: ____________________________________
(the "Agent")
