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EXHIBIT 10.10
EXECUTION COPY
EXTENSION AMENDMENT
EXTENSION AMENDMENT (this "Amendment"), dated as of February
28, 1999, made by and between CITYSCAPE CORP., a New York corporation (the
"Borrower") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware
corporation (the "Lender").
RECITALS
The Borrower and the Lender are parties to the Post-Petition
Loan and Security Agreement, dated as of the date hereof, (as amended,
supplemented or otherwise modified prior to the date hereof, the "Existing Loan
Agreement"; after giving effect to this Amendment, the "Loan Agreement"),
pursuant to which the Lender has agreed, subject to the terms and conditions of
the Loan Agreement, to make revolving credit loans to the Borrower to finance
certain mortgage assets owned by the Borrower.
The Borrower has requested a sixty day extension of the
Termination Date set forth in the Existing Loan Agreement.
The Lender and the Borrower desire to extend the Existing Loan
Agreement.
The Borrower does not presently intend to make new loans
during the pendency of its bankruptcy case and has no need for further
borrowings.
Accordingly, the Borrower and the Lender hereby agree that,
subject to the terms and conditions hereof, the Existing Loan Agreement is
hereby amended as follows:
SECTION 1. Definitions. Unless otherwise defined herein, all
capitalized terms shall have the respective meanings assigned to such terms in
the Existing Loan Agreement.
SECTION 2. Amendments.
(a) The Existing Loan Agreement is hereby amended by adding
the following new definition:
"'Extension Amendment Effective Date' shall mean February 28,
1999."
(b) The Existing Loan Agreement is hereby amended by deleting
the definition of "Termination Date" and substituting in lieu thereof the
following new definition:
"'Termination Date' shall mean April 30, 1999."
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(c) Section 7.16(b) of the Existing Loan Agreement is hereby
amended by deleting such section in its entirety and substituting in lieu
thereof the following new section to read as follows:
"(b) Maintenance of Liquidity. The Borrower shall maintain
cash and cash equivalents, subject to no Lien or other encumbrance other then
the Liens in favor of CIT or the Lender, of at least $10,000,000."
SECTION 3. Interest Rate. The Borrower and the Lender hereby
agree that, from and after the Extension Amendment Effective Date until the
Loans are paid in full, interest on the unpaid principal amount of each Loan
shall accrue at a rate per annum equal to the Prime Rate plus 2.50%; provided,
that, notwithstanding any provision to the contrary in the Existing Loan
Agreement, such accrued interest shall be due and payable monthly on the 25th
calendar day of each month and on the Termination Date.
SECTION 4. Extension Fee. On or prior to the date on which the
Bankruptcy Court approves this Amendment and the order approving this Amendment
is entered on the docket, the Borrower agrees to pay to the Lender an extension
fee (the "Extension Fee") in an amount equal to the product of (a) 0.50% and (b)
the amount outstanding ($17,336,996.55) under the Existing Loan Agreement.
SECTION 5 Acknowledgement of Debt; Reduction of Commitment.
(a) The Borrower is not aware of any defense to the
Loan Agreement or the DIP Obligations thereunder or to the validity,
priority or perfection of the Lender's Lien on the collateral for the
Loan Agreement.
(b) The Borrower hereby agrees that it shall not
borrow additional Loans pursuant to the Loan Agreement after the date
hereof.
(c) The Lender and the Borrower agree that the
Maximum Credit is hereby reduced from time to time to the sum of (i)
the aggregate outstanding principal amount of the Loans at such time
and (ii) the aggregate outstanding principal amount of the Purchased
Loans that have not been resold by the Lender and with respect to which
the Borrower has not yet transferred servicing rights to a successor
servicer.
SECTION 6. Conditions to Effectiveness of Amendment.
(a) Conditions Precedent. This Amendment shall become
effective on the date on which the following conditions precedent have
been satisfied, which effectiveness shall be retroactive to and as of
February 28, 1999:
(i) The Lender shall have received this
Amendment, executed and delivered by a duly
authorized officer of the Borrower and the Lender;
and
(ii) The CIT Facility shall have been
extended on terms substantially similar to those set
forth on Exhibit A, to which such extension the
Lender hereby consents.
(b) Condition Subsequent. The continuing
effectiveness of this Amendment shall be conditioned upon the
satisfaction of the following condition subsequent;
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the failure of which to satisfy shall result in this Amendment to be
deemed never to have been effective:
(i) This Amendment shall have been approved
by the Bankruptcy Court in an order not later than 25
days from the date hereof and such order shall not
have been revoked, reversed, stayed or otherwise
modified after entry thereof;
(ii) On or prior to the date on which the
Bankruptcy Court approves this Amendment and the
order approving this Amendment is entered on the
docket, the Lender shall have received the Extension
Fee and shall have been reimbursed for any
outstanding fees and expenses of counsel to the
Lender relating to the Loan Agreement or this
Amendment; and
(iii) On the date on which the Bankruptcy
Court approves this Amendment, the aggregate
outstanding principal amount of the Loans shall not
exceed the Borrowing Base.
SECTION 7. Limited Effect. Except as expressly amended and
modified by this Amendment, the Existing Loan Agreement shall continue to be,
and shall remain, in full force and effect in accordance with its terms. The
Lender hereby waives any Default or Event of Default which may exist on the date
hereof based solely on such facts described in the notification letter, dated as
of February 28, 1999, from the Borrower to the Lender. Except as expressly
provided herein, nothing in this Amendment shall be deemed to constitute a
waiver with respect to any Default or Event of Default.
SECTION 8. Counterparts. This Amendment may be executed by the
parties hereto on any number of separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
instrument.
SECTION 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT AS
PREEMPTED BY BANKRUPTCY LAW.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Borrower and the Lender have caused
this Amendment to be duly executed by their duly authorized officers, all as of
the day and year first above written.
CITYSCAPE CORP.
By /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Executive Vice Preside
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
By /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: SVP
ACKNOWLEDGED AND CONSENTED TO:
CITYSCAPE FINANCIAL CORP.
By /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
