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Exhibit 10.55
THIRD AMENDMENT
THIRD AMENDMENT, dated as of April 29, 1997, (this "AMENDMENT"), to the
Loan Agreement, dated as of March 14, 1997, as amended March 31, 1997 and April
14, 1997 and 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
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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:
"THIRD AMENDMENT": the Third Amendment, dated as of April 29, 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 term "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" wherever such term
appears therein and substituting in lieu thereof the term "the earlier of (a)
May 31, 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 $185 million".
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:
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This Note has been amended pursuant to, and as provided in
Sections III.1 of the Third Amendment, dated as of April 29,
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, (b) 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 W 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 limitation, 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.
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
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Amendment signed by all the parties shall be lodged with the Borrower, the Under
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
Title: Senior Vice President
XXXXXXX XXXXX MORTGAGE CAPITAL, INC.
By: /s/ Xxx Xxxxxx
Title: Managing Director
THE CHASE MANHATTAN BANK, as Lender
under the Chase Agreement and as
Collateral Agent hereunder
By: /s/ Xxxx Xxxxx
Title: Vice President
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