EXHIBIT 10.2
RATIFICATION OF SECURITY AND COLLATERAL AGENCY AGREEMENT
AND GUARANTY
This Ratification of Security and Collateral Agency Agreement and Guaranty
(this "Ratification") is made and entered into as of August 10, 2006 (the
"Effective Date") by the undersigned Borrowers and Guarantors. Capitalized terms
not otherwise defined herein have the meanings given such terms in the Restated
Credit Agreement (as defined below).
R E C I T A L S
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1. Borrowers, Administrative Agent, and certain Lenders (herein so called)
executed that certain Credit Agreement dated as of August 30, 2004, as amended
and restated by the certain Amended and Restated Credit Agreement dated as of
August 12, 2005 (such Credit Agreement, as so amended and restated, the
"Existing Credit Agreement").
2. Pursuant to the Existing Credit Agreement, Borrowers executed and
delivered to Collateral Agent, or otherwise became a party to, that certain
Security and Collateral Agency Agreement dated as of August 30, 2004 (the
"Security Agreement").
3. Pursuant to the Existing Credit Agreement, Guarantors executed and
delivered to Collateral Agent that certain Guaranty dated as of August 30, 2004
(the "Guaranty").
4. Contemporaneously with the execution hereof, Borrowers, Administrative
Agent, and Lenders have entered into that certain Second Amended and Restated
Credit Agreement dated of even date herewith (the "Restated Credit Agreement")
pursuant to which Borrowers, Administrative Agent, and Lenders have amended and
restated the Existing Credit Agreement.
5. As a condition precedent to Administrative Agent's and Lenders'
agreement to enter into the Restated Credit Agreement, Administrative Agent and
Lenders have required that Borrowers and Guarantors execute this Ratification.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrowers and Guarantors hereby agree as follows:
1. Confirmation and Ratification of Security Agreement. Each Borrower and
Guarantor party to the Security Agreement hereby confirms (a) the debts, duties,
obligations, liabilities, rights, titles, security interests, liens, powers, and
privileges existing by virtue of the Security Agreement, (b) that the
Obligations include, among other indebtedness, the Obligations under the
Restated Credit Agreement and the other Loan Documents, and all modifications,
amendments, renewals, extensions, and restatements thereof, and (c) that the
liens and security interests in the Collateral created under the Security
Agreement secure, among other indebtedness, the Obligations arising under or
evidenced by the Restated Credit Agreement and the other Loan Documents, and all
modifications, amendments, renewals, extensions, and restatements thereof. The
Exhibits to the Security Agreement are still true and correct, except as
attached hereto. Each Borrower and Guarantor party to the Security Agreement
hereby agree that the Settlement Account is and shall be under the sole dominion
and control of the Collateral Agent.
2. Confirmation and Ratification of Guaranty. Each Guarantor (a) consents
and agrees to the execution and delivery of the Restated Credit Agreement, (b)
ratifies and confirms that all guaranties, assurances, and liens granted,
conveyed, or assigned by it under the Loan Documents are not released,
diminished, impaired, reduced, or otherwise adversely affected by the execution
and delivery of
the Restated Credit Agreement, and (c) confirms that the term "Guaranteed
Obligations" in the Guaranty includes, without limitation, the indebtedness
evidenced by the Restated Credit Agreement, and the other Loan Documents, and
all modifications, amendments, renewals, extensions, and restatements thereof.
3. Continued Effect. Except to the extent amended or modified hereby, all
terms, provisions, and conditions of the Guaranty and the Security Agreement are
unchanged, shall continue in full force and effect and shall remain enforceable
and binding in accordance with their respective terms.
4. Parties Bound. This Ratification shall be binding upon Borrowers and
Guarantors and shall inure to the benefit of Administrative Agent, Collateral
Agent, and Lenders and their respective successors, permitted assigns, and legal
representatives.
5. Headings. Section headings are for convenience of reference only and
shall in no way affect the interpretation of this Ratification.
6. Governing Law. THIS RATIFICATION HAS BEEN PREPARED, AND IS INTENDED TO
BE PERFORMED, IN THE STATE OF NEW YORK, AND THE SUBSTANTIVE LAWS OF SUCH STATE
SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS
RATIFICATION.
7. STATUTORY NOTICE OF FINAL AGREEMENT. THIS AGREEMENT REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
Ratification of
2 Security Agreement and Guaranty
Executed and effective as of the Effective Date.
BORROWERS:
AMERICAN HOME MORTGAGE
INVESTMENT CORP.
By: /s/ Xxxx X. Xxxx
------------------------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President, General
Counsel and Secretary
AMERICAN HOME MORTGAGE
SERVICING, INC.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Executive Vice President, General
Counsel and Secretary
AMERICAN HOME MORTGAGE CORP.
By: /s/ Xxxx X. Xxxx
------------------------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President, General
Counsel and Secretary
AMERICAN HOME MORTGAGE
ACCEPTANCE, INC.
By: /s/ Xxxx X. Xxxx
------------------------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President, General
Counsel and Secretary
Borrower Signature Page to
Ratification of Security Agreement and Collateral Agency Agreement and Guaranty
GUARANTORS:
AMERICAN HOME MORTGAGE
INVESTMENT CORP.
By: /s/ Xxxx X. Xxxx
------------------------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President, General
Counsel and Secretary
AMERICAN HOME MORTGAGE
HOLDINGS, INC.
By: /s/ Xxxx X. Xxxx
------------------------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President, General
Counsel and Secretary
Guarantor Signature Page to
Ratification of Security Agreement and Collateral Agency Agreement and Guaranty
