FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT is dated as of
July 31, 2002 and is among X. XXXXXXXXX MORTGAGE, INC., a New Jersey
corporation (the "Borrower"), GUARANTY BANK, BANK OF AMERICA, N.A., BANK
ONE, NA and COMERICA BANK (together with any successors and assigns
thereof, hereinafter referred to individually as an "Existing Lender" and
collectively as the "Existing Lenders"), U.S. BANK NATIONAL ASSOCIATION and
NATIONAL CITY BANK OF KENTUCKY, a national banking association (together
with any successors and assigns thereof, hereinafter referred to
individually as a "Supplemental Lender" and collectively as the
"Supplemental Lenders"), and GUARANTY BANK, a federal savings bank, as
Agent for the Lenders under the Credit Agreement ("Agent").
RECITALS
The Borrower, the Agent and the Existing Lenders are parties to a
certain Revolving Credit Agreement dated as of June 7, 2002 (the "Credit
Agreement"), pursuant to which the Existing Lenders have agreed to provide
a revolving credit facility to Borrower 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.
The parties hereto desire to modify the Commitments and certain
definitions set forth in Article I of the Credit Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions relating to Federal Funds Rate. The definitions of
"Federal Funds Effective Rate" and "Federal Funds Funding Rate" in Article
I of the Credit Agreement are hereby amended in their entirety to read as
follows:
"'Federal Funds Effective Rate' means, for any day, an interest
rate per annum equal to the 'Fed funds (effective rate)' as reported
on such day for the immediately preceding Business Day by the Federal
Reserve Board in its H.15 statistical release or any successor
publication (or, if such day is not a Business Day, on the
immediately preceding Business Day) or, if such rate is not so
published on any day which is a Business Day, 'Federal Funds
Effective Rate' shall mean a comparable rate of interest reasonably
selected by Agent."
"'Federal Funds Funding Rate' means, with respect to any Fed
Funds Loan for any day, the Federal Funds Effective Rate for such
day."
2. Other Definitions. In Article I of the Credit Agreement, the
definition of "Eurodollar Base Rate" is hereby amended by substituting the
word "Agent" for the word "Lender" at the end of such definition and the
definition of "Security Agreement" is hereby amended by deleting the words
"Fourth Amended and Restated" prior to the words "Security and Collateral
Agency Agreement".
3. Modifications to Commitments.
Each of the Existing Lenders and the Supplemental Lenders, hereby
agrees that from and after the date hereof it shall have a Commitment in
the amount set forth opposite its name in Column (A) of Schedule 2 attached
hereto, resulting in a new Aggregate Commitment of $150,000,000 as of the
date hereof, and each of the Supplemental Lenders hereby assumes all of the
rights and obligations of a Lender under the Credit Agreement.
The Borrower shall execute and deliver to each of the Supplemental
Lenders as of the date hereof, a new Note in the form attached to the
Credit Agreement as Exhibit A to evidence the new Commitment of such
Supplemental Lender.
4. Schedules. The Credit Agreement is hereby amended by
substituting Schedule 2 and Schedule 3 to this Amendment for Schedule 2 and
Schedule 3 to the Credit Agreement.
5. Miscellaneous.
(a) All references to the Credit Agreement in the Loan
Documents shall be deemed to refer to the Credit Agreement as amended by
this Amendment.
(b) Borrower hereby represents and warrants to the Lenders
that on the date of execution hereof both prior to and after giving effect
to this Amendment, (i) the representations and warranties of Borrower
contained in the Loan Documents are accurate and complete in all respects,
and (ii) no Default or Unmatured Default has occurred and is continuing.
(c) In all other respects, the Credit Agreement and the other
Loan Documents are and remain unmodified and in full force and effect and
are hereby ratified and confirmed. This 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 Amendment by
signing any such counterpart.
(d) The Company agrees to reimburse the Agent for all
reasonable out-of-pocket expenses (including legal fees and expenses)
incurred in connection with the preparation, negotiation and consummation
of this Amendment.
(e) This Amendment may be executed in counterparts which,
taken together, shall constitute a single document. This Amendment may be
duly executed by facsimile or other electronic transmission.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
X. XXXXXXXXX MORTGAGE, INC.
By:
Name:
Title:
GUARANTY BANK, individually and as Agent
By:
Name:
Title:
BANK OF AMERICA, N.A.
By:
Name:
Title:
BANK ONE, NA
By:
Name:
Title:
COMERICA BANK
By:
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY
By:
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
Name:
Title:
CONSENT AND AGREEMENT
Hovnanian Enterprises, Inc. hereby consents to the provisions of this
Amendment and the transactions contemplated herein, and hereby ratifies and
confirms the Keep-Well Agreement dated as of June 7, 2002 made by it for
the benefit of Lender and the Subordination Agreement dated as of June 7,
2002 made by it for the benefit of Lender, and agrees that its obligations
and covenants thereunder are unimpaired hereby and shall remain in full
force and effect.
HOVNANIAN ENTERPRISES, INC.
By:
Name:
Title:
SCHEDULE 2
LENDER
(A)
COMMITMENT (B)
COMMITMENT
PERCENTAGE
(A?Aggregate
Commitment) (C)
SWINGLINE
AMOUNT
Guaranty Bank
$35,000,000
23.333%
$3,000,000
Bank of America
$30,000,000 20.000%
Bank One
$25,000,000 16.667%
Comerica
$25,000,000 16.667%
U.S. Bank
$25,000,000 16.667%
National City Bank
$10,000,000 6.667%
SCHEDULE 3
LIST OF APPROVED INVESTORS
CHASE MANHATTAN MORTGAGE CORPORATION
COUNTRYWIDE HOME LOAN, INC.
FLAGSTAR BANCORP
FEDERAL HOME LOAN MORTGAGE CORPORATION
FEDERAL NATIONAL MORTGAGE ASSOCIATION
FIRST HORIZON BANCORP
FIRST NATIONWIDE MORTGAGE
GREENPOINT MORTGAGE CORPORATION
GUARANTY RESIDENTIAL LENDING
IMPAC FUNDING CORPORATION
NATIONAL CITY BANK
OHIO SAVINGS BANK
RESIDENTIAL FUNDING CORPORATION
VALLEY NATIONAL BANK
WASHINGTON MUTUAL
XXXXX FARGO
CHASE MANHATTAN FUNDING
COUNTRYWIDE HOME LOAN, INC.1
IMPAC FUNDING CORPORATION1
RESIDENTIAL FUNDING CORPORATION1
Approved for the purchase of Non-Conforming Mortgage Loans.
