Exhibit 10.2
THIRD AMENDMENT TO
FIRST AMENDED AND RESTATED
WAREHOUSING CREDIT AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED WAREHOUSING CREDIT
AND SECURITY AGREEMENT (this "Amendment") is entered into as of this 27th day of
June 2000, by and between MONUMENT MORTGAGE, INC., a California corporation (the
"Company") and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the
"Lender").
WHEREAS, the Company and the Lender have entered into a single family
revolving warehouse facility with a present Commitment Amount of $75,000,000, to
finance the origination and acquisition of Mortgage Loans as evidenced by a
Promissory Note in the principal sum of $75,000,000, dated August 9, 1999 (the
"Note"), and by a First Amended and Restated Warehousing Credit and Security
Agreement dated August 9, 1999, as the same may have been amended or
supplemented (the "Agreement");
WHEREAS, the Company has requested that the Lender temporarily increase
the Sublimits for Uncommitted Second Mortgage Loans and Wet Settlement Advances,
and the Lender has agreed to such temporary increases 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. All capitalized terms used herein and not otherwise defined shall
have their respective meanings set forth in the Agreement.
2. The effective date ("Effective Date") of this Amendment is
________________.
3. EXHIBIT M to the Agreement is deleted in its entirety and replaced
with the new EXHIBIT M attached to this Amendment. All references in this
Amendment and the Agreement to EXHIBIT M shall be deemed to refer to the new
EXHIBIT M.
4. The Company must deliver to the Lender (a) an executed original of
this Amendment; and (b) a $350 document production fee.
5. The Company 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 the
Company
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enforceable in accordance with their terms, as modified herein, (c) the
Lender is not in default under any of the Loan Documents and the Company 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 the Company from the date of the
Agreement to the date of this Amendment.
6. Except as hereby expressly modified, the Agreement is otherwise
unchanged and remains in full force and effect, and the Company ratifies and
reaffirms all of its obligations thereunder.
7. 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, the Company and the Lender have caused this
Amendment to be duly executed on their behalf by their duly authorized officers
as of the day and year above written.
MONUMENT MORTGAGE, INC.,
a California corporation
By:
Its:
RESIDENTIAL FUNDING CORPORATION,
a Delaware corporation
By:
-------------------------------------
Its:
------------------------------------
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STATE OF _______________ )
) ss
COUNTY OF ______________ )
On ____________________, 2000, before me, a Notary Public,
personally appeared _____________________________________________, the
_____________ of MONUMENT MORTGAGE, INC., a California corporation, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her authorized capacity, and that by
his/her signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
----------------------------
Notary Public
(SEAL) My Commission Expires:______
STATE OF _______________ )
) ss
COUNTY OF ______________ )
On ______________, 2000, before me, a Notary Public, personally
appeared ________________, the Director of RESIDENTIAL FUNDING CORPORATION, a
Delaware corporation, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
----------------------------
Notary Public
(SEAL) My Commission Expires:______
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CONSENT OF GUARANTOR
The undersigned, being the Guarantor under the Guaranty dated as of
August 9, 1999, hereby consents to the foregoing Amendment and the transactions
contemplated thereby and hereby modifies and reaffirms his obligations under his
Guaranty so as to include within the term "Guaranteed Debt" the indebtedness,
obligations and liabilities of the Company under this Amendment. The Guarantor
hereby reaffirms that his obligations under his Guaranty are separate and
distinct from the Company's obligations to Lender, and that his 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
his 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.
The Guarantor further agrees, upon Lender's request, to execute for the
benefit of Lender an additional guaranty in form and content acceptable to
Lender and conforming to the Guaranty in connection with the foregoing
Amendment.
GUARANTOR:
XxXXX.XXX, INC.,
a Delaware corporation
By:
Its:
STATE OF _______________ )
) ss
COUNTY OF ______________ )
On __________________, 2000, before me, a Notary Public, personally
appeared ______________________________________, the ________________ of
XxXXX.XXX.XXX., a Delaware corporation, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person, or the entity upon behalf of which
the person acted, executed the instrument.
WITNESS my hand and official seal.
----------------------------
Notary Public
(SEAL) My Commission Expires:______
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