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Exhibit 10.52
THIRD AMENDMENT
THIRD AMENDMENT, dated as of April 14, 1997 (this "AMENDMENT"), to the Loan
Agreement, dated as of January 15, 1997, as amended February 28, 1997 and March
31, 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 LOAN AGREEMENT.
1. AMENDMENTS TO SECTION 1. Section 1 of the Loan Agreement is hereby
amended by adding thereto the following definition in the appropriate
alphabetical order:
"THIRD AMENDMENT": the Third Amendment, dated as of April 14, 1997, to
this Agreement.
Section 1 of the Loan Agreement is hereby further amended by adding to the
end of the definition of "Collateral" therein the following sentence:
"If, from time to time, additional collateral is to be included in the
Collateral, such additional collateral shall automatically be deemed
to be included in Collateral for the purposes hereof upon the
submission of a supplement to Schedule I or II, as the case may be, by
the Borrower to the Lender, which such supplement shall thereupon be
deemed to be a part of this Agreement."
2. AMENDMENTS TO SECTION 2. Section 2 of the Loan Agreement is hereby
amended by adding at the end thereof the following sentence:
"It is agreed that, notwithstanding the foregoing, the aggregate
principal amount of all Loans (other than the Loan referred to in the
proviso below for the period set forth
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therein) outstanding shall not at any time exceed the aggregate value
that would be attributable to the Collateral as a component of the
HomeSide Tranche A Borrowing Base or the HomeSide Tranche B Borrowing
Base, as the case may be, if calculated pursuant to the advance rates
set forth in Section 4.1 and 4.2 of the Credit Agreement (but without
regard to any characteristics of such Collateral that have been
disclosed to Chase on or before the making of the Loan financing or
based on such Collateral as characteristics existing on such date that
make such assets ineligible for inclusion in the applicable borrowing
bases under the Credit Agreement), and the Loans shall immediately be
prepaid to the extent of any such excess, PROVIDED that a Loan in an
amount of up to $20,000,000 may be made on or after April 14, 1997
without regard to the foregoing borrowing base limitations so long as
such Loan does not remain outstanding after the earlier of (a) May 1,
1997, (b) the closing of an offering of debt securities or medium-term
notes of the Borrower or Holdings and (c) the effectiveness of the
consent letter, dated as of April 10, 1997, among the Borrower and the
Required Lenders under the Credit Agreement, in accordance with its
terms."
3. AMENDMENTS TO SECTION 5. Section 5 of the Loan Agreement is hereby
amended by adding immediately after the word "Credit Agreement" in clause (d) of
such Section 5, the phrase ", or any event of default under Section 5 of the
Loan Agreement, dated as of March 14, 1997, among the Borrower, Xxxxxxx Xxxxx
Mortgage Capital Inc. and the Lender, as Collateral Agent,".
III. AMENDMENTS AND ENDORSEMENTS TO THE NOTE.
1. AMENDMENTS TO THE NOTE. The Note held by the Lender is hereby
amended (a) by substituting replacing the name "HomeSide Lending, Inc."
appearing in the first clause (b) in the first paragraph of the Note with the
phrase "the Borrower or Holdings"; (b) by inserting, at the end of the first
paragraph thereof, the following proviso:
"PROVIDED, that, notwithstanding the foregoing, all Loans made on or
after April 14, 1997 and designated by the Lender as "DESIGNATED LOANS"
(the "DESIGNATED LOANS") shall be repaid to the Lender in full on the
earlier of (a) May 1, 1997, (b) the closing of an offering of debt
securities or medium-term notes of the Borrower or Holdings and (c) the
effectiveness of the consent letter, dated as of April 10, 1997, among
the Borrower and the Required Lenders under the Credit Agreement, in
accordance with its terms"; and
(c) by inserting, after the figure "0.5%," and before the word "payable"
appearing in the second paragraph of the Note, the phrase "plus, in the case of
the Designated Loans, 1/4 of 1%,".
2. ENDORSEMENT OF THE NOTE. The Borrower hereby requests and authorizes the
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:
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This Note has been amended pursuant to, and as provided in,
Section III.1 of the Third Amendment, dated as of April 14, 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 this
Amendment duly executed and delivered by a duly authorized officer of the
Borrower.
V. GENERAL.
1. REPRESENTATION 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 and 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.
(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.
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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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THE CHASE MANHATTAN BANK
By: /s/ Xxxx Xxxxx
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Title: Vice President
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173141-1
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Exhibit 10.53
SECOND AMENDMENT
SECOND AMENDMENT, dated as of April 14, 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.
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 April 14, 1997, to
this Agreement.
Section 1 of the Loan Agreement is hereby further amended by adding to the
end of the definition of "Collateral" therein the following sentence:
"If, from time to time, additional collateral is to be included
in the Collateral, such additional collateral shall automatically
be deemed to be included in Collateral for the purposes hereof
upon the submission of a supplement to Schedule I or II, as the
case may be, by the Borrower to the Lender, which such supplement
shall thereupon be deemed to be a part of this Agreement."
III. AMENDMENTS AND ENDORSEMENTS TO THE NOTE.
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. is an aggregate principal amount of not less than $85
million" and (ii) deleting the amount "$50,000,000" or "Fifty Million Dollars"
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wherever such amount appears therein and substituting in lieu thereof the amount
"$100,000,000" or "One Hundred Million Dollars", as the case may be.
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,
Section III.1 of the Second Amendment, dated as of April 14,
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 acknowledgment 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.
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 limitation, the reasonable fees and disbursements of counsel
to each of the Lender and the Collateral Agent.
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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.
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 Lender and the Collateral Agent.
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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: /s/ Xxx Xxxxxx
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Title: Managing Director
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THE CHASE MANHATTAN BANK, as Lender
under the Chase Agreement and as
Collateral Agent hereunder
By: /s/ Xxxx Xxxxx
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Title: Vice President
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173127-1
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