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EXHIBIT 10(eee)
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This First Amendment to Amended and Restated Revolving Credit
Agreement (the "First Amendment") is made as of September 27, 1995 to be
effective upon the Effective Date (as defined below), by and among SOURCE ONE
MORTGAGE SERVICES CORPORATION, a Delaware corporation (the "Company"), THE
MORTGAGE AUTHORITY, INC., a Delaware corporation ("TMA"), the lenders
identified on the signature pages hereof, and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association ("First Chicago"), individually as a
Lender and as administrative agent for the Lenders.
RECITALS
The Company, TMA, the Agent and the Lenders are parties to a certain
Amended and Restated Revolving Credit Agreement, dated as of March 24, 1995
(the "Credit Agreement"), pursuant to which the Lenders have agreed to provide
a revolving credit facility to the Company and TMA on the terms and conditions
set forth in the Credit Agreement. Any capitalized term not expressly defined
herein shall have the meaning ascribed to such term in the Credit Agreement.
Pursuant to Section 12.6 of the Credit Agreement the Agent, the
Lenders, the Company and TMA may make certain amendments to the Loan Documents.
The Company, TMA, the Agent and the Lenders desire to amend the Credit
Agreement to (i) allow for the exchange of certain newly issued subordinated
debt securities of the Company for certain existing preferred stock of the
Company, (ii) modify certain provisions of the Credit Agreement in order to
treat such newly issued subordinated debt as equity in certain instances.
AGREEMENTS
NOW, THEREFORE, the parties hereto agree as follows:
1. Effective Date. This First Amendment shall be effective from
and after the date (the "Effective Date") on which the Company first exchanges
Subordinated Debt (as defined below) for Series A Preferred Stock (as defined
below).
2. Definitions.
(a) The following definitions are hereby added to Section 1.1
of the Credit Agreement:
"Series A Preferred Stock: means the Company's 8.42%
Cumulative Preferred Stock, Series A."
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"Subordinated Debt: means the principal amount of (but not any
interest on) the unsecured subordinated Debt of the Company outstanding from
time to time (which amount shall not exceed $100,000,000) evidenced by the
Quarterly Income Capital Securities (Subordinated Interest Deferrable
Debentures, Due 2025) of the Company issued (or to be issued) in exchange for
certain of the Series A Preferred Stock, the terms of which unsecured
subordinated Debt are set forth in the Subordinated Debt Indenture; but shall
not include any such unsecured subordinated Debt with respect to which any
amounts shall have been deposited with the trustee under the Subordinated Debt
Indenture or otherwise irrevocably set aside for the benefit of the holders of
such Debt for the purpose of defeasance of such Debt."
"Subordinated Debt Indenture: means that certain Subordinated
Indenture, dated as of ______________ , as amended or supplemented
from time to time, by and between the Company and IBJ Xxxxxxxxx, as
trustee, pursuant to which the Company has issued or will issue the
Subordinated Debt."
(b) The definition of "Restricted Payment" in Section 1.1 of
the Credit Agreement is hereby deleted and replaced with the following:
"Restricted Payment: means: (i) with respect to the Company,
any payment of any dividends upon any shares of the Company's stock
now or hereafter outstanding, except dividends payable in the stock of
the Company, and any other distribution of assets to its stockholders,
as such, (including any repurchase of the Company's stock) whether in
cash, property, or securities, other than the exchange of Subordinated
Debt for Series A Preferred Stock; and (ii) any payment of principal
of or interest on the Subordinated Debt, and any amounts deposited
with the trustee under the Subordinated Debt Indenture or otherwise
irrevocably set aside for the benefit of the holders of the
Subordinated Debt for the purpose of defeasance of the Subordinated
Debt."
3. Positive Security Conditions. Clauses (i) and (ii) in
the first sentence of Section 4.14(a) of the Credit Agreement are
hereby deleted and replaced with the following:
"(i) the Company shall have and maintain a ratio of (1) Funded Debt
less Subordinated Debt to (2) Adjusted Consolidated Tangible Net Worth
plus Subordinated Debt, calculated monthly on a three-month rolling
average basis, of not more than the applicable Unsecured Leverage
Ratio; (ii) the total Debt of the Company, excluding Subordinated
Debt, shall not exceed the Unsecured Debt Threshold;"
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4. Reporting Requirements. The following is hereby added
at the end of Section 7.7 of the Credit Agreement as Subsection
(r):
"(r) Notice of the occurrence of any of the following events,
immediately upon the Company's acquisition of knowledge thereof: (i)
the occurrence of an "Event of Default" (as defined in Article Five of
the Subordinated Debt Indenture), (ii) the deferral by the Company of
any quarterly installment of interest on the Subordinated Debt, (iii)
the acceleration of the entire principal amount of any series of
securities issued under the Subordinated Debt Indenture, (iv) the
execution of any amendment or supplement to the Subordinated Debt
Indenture, or (v) the resignation or removal of the trustee under the
Subordinated Debt Indenture, or any change in the notice address of
such trustee.
5. Net Worth.
(a) The introductory clause of Section 7.9 of the Credit
Agreement is hereby deleted and replaced with the following:
"At all times, maintain the sum of (x) Adjusted Consolidated
Tangible Net Worth plus (y) Subordinated Debt in an amount at least
equal to the sum of:"
(b) Clause (ii) of Section 7.9 of the Credit Agreement is
hereby deleted and replaced with the following:
"(ii) fifty percent (50%) of the positive Tax-Adjusted
cumulative quarterly increases, if any, in Adjusted Consolidated
Tangible Net Worth of the Company (computed without regard to any
increase or decrease resulting from (1) the contribution or
distribution of Capital Securities, (2) cash equity contributions to
the Company, (3) the receipt of proceeds of issuances of stock of the
Company, (4) the Anticipated Servicing Sale, or (5) the exchange of
Subordinated Debt for Series A Preferred Stock) for each calendar
quarter beginning with calendar quarter beginning January 1, 1996,
plus"
6. Total Debt. The parenthetical phrase "(excluding Subordinated
Debt)" is hereby added after the words "Allow the total Debt" in the
introductory clause of Section 8.5 of the Credit Agreement.
7. Leverage Ratios. The introductory clause of Section 8.9 of the
Credit Agreement is hereby deleted and replaced with the following:
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"Permit the ratio of (1) Funded Debt less Subordinated Debt to (2)
Adjusted Consolidated Tangible Net Worth plus Subordinated Debt (the
"Leverage Ratio") to exceed the following:"
8. Restricted Payments.
(a) The words "to its stockholders" in the introductory clause
of Section 8.16 of the Credit Agreement are hereby deleted.
(b) The final sentence of Subsection (a) of Section 8.16 of
the Credit Agreement is hereby deleted and replaced with the following:
"The Tax-Adjusted increase in Adjusted Consolidated Tangible
Net Worth referenced in this Subsection (a) shall be computed without
regard to any increase or decrease resulting from the following
activities: (1) the contribution or distribution of Capital
Securities, (2) cash equity contributions to the Company, (3) the
receipt of proceeds of issuances of stock of the Company, (4) the
payment of permitted Restricted Payments, (5) the Anticipated
Servicing Sale, or (6) the exchange of Subordinated Debt for Series A
Preferred Stock."
(c) Clause (i) of Subsection (b) of Section 8.16 of the Credit
Agreement is hereby deleted and replaced with the following:
"(i) pay dividends required to be paid on its Series A Preferred Stock
and pay interest that is due and payable on the Subordinated Debt,
provided that all payments made pursuant to this clause (i) shall
still be included for purposes of determining the maximum amount of
dividends and distributions payable under Subsection (a);"
9. Subordinated Debt Indenture.
(a) The following is hereby added at the end of Article VIII
of the Credit Agreement as Section 8.19:
"8.19 Subordinated Debt Indenture.
"(a) Enter into, without the prior written consent of
the Required Lenders, any amendment or modification of the
Subordinated Debt Indenture or other documents evidencing or governing
the terms of the Subordinated Debt if such amendment or modification
would change (i) the principal amount of or rate of interest on the
Subordinated Debt, (ii) the terms of repayment of the Subordinated
Debt, (iii) the provisions relating to the deferral of interest on the
Subordinated Debt, (iv) any terms or provisions of Article 12
(Subordination) of the Subordinated Debt Indenture, (v) the definition
of "Event of Default" in the Subordinated Debt Indenture, or (vi) the
provision of the Subordinated Debt Indenture which requires
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the trustee to give certain holders of senior indebtedness notices of
defaults, accelerations and certain other events; provided, however,
that the Lenders hereby consent to that certain [First Supplemental
Indenture dated_________ ]; or
(b) Enter into, without the prior written consent of
the Agent, any material amendment or modification of the Subordinated
Debt Indenture or other documents evidencing or governing the terms of
the Subordinated Debt other than the amendments or modifications
requiring the consent of the Required Lenders pursuant to clause (a)
above; or
(c) Consent, without prior written notice to the
Agent, to any change in the trustee under the Subordinated Debt
Indenture."
(b) The phrase "or 8.19" is hereby added after the phrase "or
8.18" in Section 10.1(f) of the Credit Agreement.
10. Miscellaneous.
(a) All references to the Credit Agreement in the Credit
Agreement and the other Credit Documents shall be deemed to refer to the Credit
Agreement as amended by this First Amendment.
(b) The Company and TMA each hereby represents and warrants to
the Lenders that on the date of execution hereof, both prior to and after
giving effect to this First Amendment, (i) the representations and warranties
of the Company and TMA contained in the Credit Documents are accurate and
complete in all respects, and (ii) no Default or event which with the giving of
notice and/or the passage of time would constitute a Default has occurred and
is continuing.
(c) In all other respects, the Credit Agreement is and remains
unmodified and in full force and effect and is hereby ratified and confirmed.
This First Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this First Amendment by signing any such counterpart.
(d) This First Amendment shall be construed in accordance with
and governed by the laws of the State of Illinois.
IN WITNESS WHEREOF, the Company, TMA, the Lenders and the Agent have
executed this First Amendment as of the date first above written to be
effective as of the Effective Date.
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SOURCE ONE MORTGAGE SERVICES
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
and Chief Financial Officer
THE MORTGAGE AUTHORITY, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Senior Vice President and
Controller
THE FIRST NATIONAL BANK OF CHICAGO,
as Agent
By: /s/
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Name:
--------------------------
Title: Senior Vice President
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THE FIRST NATIONAL BANK OF CHICAGO
By: /s/
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Name:
--------------------------
Title: Senior Vice President
--------------------------
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ABN AMRO BANK, N.V.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Group Vice President
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By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
-------------------------
Title: Assistant Vice President
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THE BANK OF NEW YORK
By: /s/ Xxxxxxxx X. Dominus
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Name: Xxxxxxxx X. Dominus
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Title: Vice President
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BANKERS TRUST COMPANY
By: /s/ Xxxx X'Xxxxxx
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Name: Xxxx X'Xxxxxx
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Title: Vice President
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BARCLAYS BANK PLC
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
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Title: Vice President
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CIBC, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
-------------------------
Title: Vice President
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COMERICA BANK
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
----------------------------
Title: Vice President
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CREDIT LYONNAIS, CREDIT LYONNAIS,
CAYMAN ISLAND BRANCH NEW YORK BRANCH
By: /s/ Xxxxxx x'Xxxxxx By: /s/ Xxxxxx x'Xxxxxx
--------------------------- ----------------------------------
Name: Xxxxxx x'Xxxxxx Name: Xxxxxx x'Xxxxxx
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Title: Authorized Signer Title: Senior Vice President
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CREDIT SUISSE
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
----------------------------
Title: Member of Senior Management
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By: /s/ Xxxxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxxxx
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Title: Associate
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THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Vice President
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FIRST INTERSTATE BANK OF CALIFORNIA
By: /s/ Xxxxxxx XxXxxxxxx
----------------------------------
Name: Xxxxxxx XxXxxxxxx
----------------------------
Title: Senior Vice President
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By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
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Title: Associate Vice President
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THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ J. Xxxx Xxxxxxxxxx
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Name: J. Xxxx Xxxxxxxxx
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Title: Senior Vice President
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Chief Manager
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NATIONAL CITY BANK, KENTUCKY
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title:Corporate Banking Officer
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Assistant Vice President
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SHAWMUT BANK, N.A.
By: /s/ Xxxxxxx X. Cape
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Name: Xxxxxxx X. Cape
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Title: Vice President
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK AND CAYMAN
ISLANDS BRANCHES
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President
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By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
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Title: Managing Director
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