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EXHIBIT 10.48
FIRST AMENDMENT
FIRST AMENDMENT, dated as of February 28, 1997, (this "AMENDMENT"), to the
Loan Agreement, dated as of January 15, 1997, as heretofore amended (the "LOAN
AGREEMENT"), between HOMESIDE LENDING, INC., a Florida corporation (the
"BORROWER"), and THE CHASE MANHATTAN BANK, a New York 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 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 February 28, 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 date "March 1, 1997" wherever such date appears therein
and substituting in lieu thereof the date "the earlier of (a) April 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."
2. ENDORSEMENT OF THE NOTE. The Borrower hereby requests and
authorizes each 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 First Amendment dated as of February 28,
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 (i)
this Amendment duly executed and delivered by a duly authorized officer of each
of the Borrower and Honolulu Mortgage Company, Inc. (the "GUARANTOR"), (ii) such
instruments and documents as the Lender 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 the Lender and (iii) such opinions of counsel to the Borrower as the Lender
shall request and certified copies of the resolutions of the Board of Directors
of the Borrower authorizing this Agreement and the borrowings and security
interests contemplated hereby.
V. General.
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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. AFFIRMATION OF GUARANTY. The Guarantor hereby consents to the
execution and delivery of this Amendment and reaffirms its obligations under the
Guaranty and Security Agreement, dated as of January 27, 1997, executed by the
Guarantor in favor of The Chase Manhattan Bank, a New York banking corporation,
as lender under the Loan Agreement (the "GUARANTY").
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5. 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.
6. RELEASE. Upon the closing of the sale of all or substantially all
the assets of the Guarantor, the obligations of the Guarantor under the Guaranty
shall terminate, all without delivery of any instrument or performance of any
act by any party.
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 Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK
By:
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Name:
Title: Vice President
HONOLULU MORTGAGE COMPANY, INC.
as Guarantor
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President and
Assistant Secretary
