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FIRST AMENDMENT
FIRST AMENDMENT, dated as of March 31, 1997, (this "Amendment"), to the
Loan Agreement, dated as of March 14, 1997, as heretofore amended (the "Loan
Agreement"), among HOMESIDE LENDING, INC., a Florida corporation (the
"Borrower"), XXXXXXX XXXXX MORTGAGE CAPITAL INC., a Delaware corporation (the
"Lender"), and THE CHASE MANHATTAN BANK, as Collateral Agent hereunder (in such
capacity, the "Collateral Agent") and as "Lender" under the Chase Agreement.
W I T N E S S E T H
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, each of the Lender and the Collateral Agent 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:
"FIRST, AMENDMENT": the First Amendment, dated as of March 31, 1997, to
this Agreement.
2. AMENDMENTS TO SCHEDULES. Schedule II of the Loan Agreement is
hereby amended by deleting such Schedule and substituting in lieu thereof
Schedule IIA, a copy of which is attached hereto.
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 (i) deleting the date "April 1, 1997" wherever such date appears
therein and substituting in lieu thereof the date "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" and (ii) deleting the amount "35,000,000" or "Thirty-Five Million
Dollars" wherever such amount appears therein and substituting in lieu thereof
the amount "$50,000,000" or "Fifty Million Dollars", as the case may be.
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2. ENDORSEMENT OF THE NOTE. The Borrower hereby requests and
authorizes 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,
Sections III of the First 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 each of the
Lender and the Collateral Agent receives (i) this Amendment duly executed and
delivered by a duly authorized officer of the Borrower, (ii) such instruments
and documents as the Lender or the Collateral Agent 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 each of the Lender and the Collateral Agent, and (iii) such opinions of
counsel to the Borrower as the Lender or the Collateral Agent shall request and
certified copies of the resolutions of the Board of Directors of the Borrower
authorizing this Amendment and the borrowings and security interests
contemplated hereby.
V. General.
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1. REPRESENTATION AND WARRANTIES. To induce each of the Lender
and the Collateral Agent to enter into this Amendment, the Borrower confirms,
reaffirms and restates to each of the Lender and the Collateral Agent 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 and the Collateral Agent for all of their 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 limitations the reasonable fees and disbursements of
counsel to each of the Lender and the Collateral Agent.
3. NO OTHER AMENDMENTS: CONFIRMATION. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement, the Loan Agreement and the Note are and shall remain in full force
and effect.
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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.
(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, the Leader and the Collateral Agent.
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
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XXXXXXX XXXXX MORTGAGE CAPITAL,
INC.
By:
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Title: Director
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THE CHASE MANHATTAN BANK, as
Lender under the Chase Agreement and as
Collateral Agent hereunder
By: /s/ P.A. Xxxxxx
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Title: Vice President
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