SECOND AMENDMENT TO
CREDIT AGREEMENT
SECOND AMENDMENT, dated as of June 6, 1997 (this "Second
Amendment"), to Credit Agreement, dated as of December 10, 1996, among BLOCK
FINANCIAL CORPORATION, a Delaware Corporation (the "Borrower"), the Lenders
parties thereto from time to time (individually, a "Lender", and collectively,
the "Lenders") and MELLON BANK, N.A., a national banking association, as agent
for the Lenders (in such capacity, the "Agent") (as amended by that certain
First Amendment to Credit Agreement dated as of April 10, 1997, the
"Agreement").
W I T N E S S E T H
WHEREAS, the Borrower, the Lenders and the Agent desire to
make certain amendments to the Agreement, including increasing the Committed
Amounts of the Lenders to $1,000,000,000 and permitting Borrower to incur and
become subject to certain Indebtedness and Guaranty Equivalents, in connection
with consummation by the Borrower and the Guarantor of the transactions
contemplated by that certain Stock Purchase Agreement entered into as of April
14, 1997, by and among Borrower, Guarantor, Fleet Holding Corp. and Fleet
Financial Group, Inc.;
NOW THEREFORE, for and in consideration of the premises herein
contained, and intending to be legally bound, the parties hereto agree as
follows:
ARTICLE I
Amendments
Section 1.01. Section 1.01 of the Agreement is hereby amended
by adding thereto, in appropriate alphabetical sequence, the following
definition:
"Stock Purchase Agreement" shall mean that certain
Stock Purchase Agreement entered into as of April 14, 1997, by
and among Borrower, Guarantor, Fleet Holding Corp., a Rhode
Island corporation, and Fleet Financial Group, Inc., a Rhode
Island corporation, pursuant to which Borrower will purchase
from Fleet Holding Corp. all of the outstanding shares of
capital stock of Option One Mortgage Corporation, a California
corporation ("Option One"), held by Fleet Holding Corp. for
the consideration and on the terms and conditions set forth
therein.
Section 1.02. Section 2.02 of the Agreement is hereby amended
by adding thereto after existing subsection (c) a new subsection (d), such
subsection (d) to read in its entirety as follows:
(d) Automatic Increase in Committed Amounts. The
Committed Amount of each Lender shall be increased to the
Committed Amount for each such Lender set forth on Schedule
2.02(d) hereto on the date of the closing of the transactions
contemplated by the Stock Purchase Agreement pursuant to
Section 3.1 of the Stock Purchase Agreement, with the effect
that the aggregate of the Committed Amounts of all Lenders
shall be $1,000,000,000 as of such date.
Section 1.03. Schedule 6.05 of the Agreement is hereby amended
by adding thereto the following:
11. Any Guaranty Equivalent of Borrower which is given,
made, incurred or assumed pursuant to Section 7.8(c)
of the Stock Purchase Agreement.
12. Any Guaranty Equivalent of Borrower with respect to
any Assured Obligation of Option One or any of Option
One's wholly-owned Subsidiaries.
13. Credit facility for New York licensing purposes for
Option One in an aggregate principal amount of
$1,000,000.
Section 1.04. The signature pages of the Agreement are hereby
amended by deleting each Committed Amount for each Lender set forth on the
signature pages and replacing each such Committed Amount with the Committed
Amount for each such Lender set forth on Schedule 2.02(d) to the Agreement.
Section 1.05. The Agreement is hereby amended by adding
thereto Schedule 2.02(d), as forth as Schedule 2.02(d) attached to this Second
Amendment.
ARTICLE II
Conditions to Effectiveness
Section 2.01. This Second Amendment shall become effective
upon the satisfaction of the following conditions precedent:
(a) This Second Amendment shall have been executed and
delivered by the Borrower, the Agent and each of the Lenders. The Guarantor
shall have executed and delivered the Consent to this Second Amendment in the
form of Exhibit A to this Second Amendment.
(b) The Agent shall have received, with an executed
counterpart for each Lender, a legal opinion of counsel to the Borrower and the
Guarantor, in form satisfactory to the Agent, to substantially the effects (but
with respect to this Second
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Amendment, the consent of the Guarantor with respect hereto and the Agreement as
amended hereby) contained in the opinion dated December 10, 1996 delivered in
connection with the execution and delivery of the Agreement.
(c) The Agent shall have received, with an executed
counterpart for each Lender, certificates from such officers of the Borrower and
the Guarantor as to such matters as the Agent may request.
ARTICLE III
Miscellaneous
Section 3.01. (a) The Lenders hereby authorize and direct
the Agent to enter into this Second Amendment.
(b) Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Agreement. Except as amended
hereby, the Agreement shall remain in full force and effect. This Second
Amendment may be executed in one or more counterparts and all such counterparts
taken together shall constitute one and the same instrument.
(c) THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
(d) The amendments set forth herein shall be limited precisely
as provided for herein and shall not be deemed to be waivers of, amendments to,
consents to or modifications of any term or provision of the Agreement or any
other Loan Document or instrument referred to therein. The Agreement, as amended
hereby, shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the day and year first above written.
ATTEST: BLOCK FINANCIAL CORPORATION
By--------------------------- By---------------------------
Title: Title:
[Corporate Seal]
MELLON BANK, N.A., as Lender and
Swing Line Lender and as Agent
By---------------------------
Title:
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THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH
By---------------------------
Title:
THE CHASE MANHATTAN BANK
By---------------------------
Title:
CIBC INC.
By---------------------------
Title:
COMERICA BANK
By---------------------------
Title:
COMMERCE BANK, N.A.
By---------------------------
Title:
CREDIT LYONNAIS CHICAGO BRANCH
By---------------------------
Title:
CAISSE NATIONALE DE CREDIT AGRICOLE
By---------------------------
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By---------------------------
Title:
THE FUJI BANK, LIMITED
By---------------------------
Title:
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By---------------------------
Title:
ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA
By---------------------------
Title:
SOCIETE GENERALE
By---------------------------
Title:
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TORONTO DOMINION (TEXAS), INC.
By---------------------------
Title:
THE YASUDA TRUST & BANKING CO., LTD.
By---------------------------
Title:
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