FIFTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 10.23
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 23, 2005 (this “Amendment”), is
between Origen Financial L.L.C. a Delaware limited liability company (together with its successors
and assigns, the “Borrower”), and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA
(Main Office Chicago) (together with its successors and assigns, the “Lender”),.
RECITALS
A. The Borrower and the Lender are parties to a Credit Agreement dated as of July
25, 2002, as amended by a First Amendment to Credit Agreement dated June 27, 2003, a waiver
letter dated August 29, 2003, a Second Amendment to Credit Agreement dated October 23, 2003, a Third
Amendment to Credit Agreement dated as of December 31, 2003 and a Fourth Amendment to Credit
Agreement dated as of December 31, 2004 (the “Credit
Agreement”).
B. The Borrower desires to extend and amend the Credit Agreement as set forth
herein and the Lender has no obligation to do so but is willing to do so strictly in
accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein contained, the parties
agree as follows:
ARTICLE 1.
AMENDMENTS
AMENDMENTS
Upon fulfillment of the conditions set forth in Article 3 hereof, the Credit Agreement shall
be amended as follows:
1.1 The definition of Termination Date in Article I of the Credit Agreement is restated
as follows:
“Termination Date” means December 31, 2006.
1.2 Section 6.1(c) is restated as follows: “(c) [Intentionally Omitted]”.
1.3 Notwithstanding anything in Credit Agreement to the contrary, all Loans shall be
Alternate Base Rate Loans
ARTICLE 2.
REPRESENTATIONS
REPRESENTATIONS
The Borrower represents and warrants to the Lender that:
2.1 The execution, delivery and performance of this Amendment are within its powers,
have been duly authorized and are not in contravention with any law, of the terms of any articles
or
certificate of organization, operating or other management agreement or other organizational
documents of the Borrower, or any undertaking to which it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation of it, and, when
executed by the Lender, enforceable against it in accordance with the terms hereof.
2.3 After giving effect to the amendments herein contained, the representations and
warranties contained in the Credit Agreement (including without limitation Section 5.10 and
all other representations in Article V of the Credit Agreement) and in the other Loan Documents are true
on and as of the date hereof with the same force and effect as if
made on and as of the date hereof.
2.4 No Default or Unmatured Default exists or has occurred and is continuing on the
date hereof.
ARTICLE 3.
CONDITIONS OF EFFECTIVENESS
CONDITIONS OF EFFECTIVENESS
This Amendment become effective as of the date hereof when each of the following has been
satisfied:
3.1 This Amendment shall be signed by the Borrower and the Lender; and
3.2 Each party to the Consent and Agreement at the end of this Amendment shall
have executed such Consent and Agreement.
3.3 Each of the following shall have been delivered to the Lender and be in form and
substance acceptable to the Lender: (a) resolutions of the Borrower approving this Amendment,
and (b) any additional Loan Documents required by the Lender. If and when requested by the Lender,
the Borrower agrees to deliver an opinion of counsel reasonably satisfactory to the Lender with
respect to such matters required by the Lender.
ARTICLE 4.
MISCELLANEOUS
MISCELLANEOUS
4.1 References in the Credit Agreement or in any other Loan Document to the Credit
Agreement shall be references to the Credit Agreement as amended hereby and as further amended
from time to time.
4.2 Except as expressly amended hereby, the Borrower agrees that the Credit
Agreement and all other Loan Documents are ratified and confirmed and shall remain in full
force and effect and that it has no set off, counterclaim, defense or other claim or dispute with
respect to any of the foregoing Terms used but not defined herein shall have the respective meanings ascribed
thereto in the Credit Agreement.
4.3 This Amendment may be signed upon any number of counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument. Without
limiting the definition of Loan Documents, this Amendment and all other amendments to the Credit Agreement
are Loan Documents
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be
executed and delivered as of the day and year first above written.
ORIGEN FINANCIAL L.L.C. | ||||||||
By: | /s/ X. Xxxxxxxx Xxxxxx, Jr. | |||||||
Print Name : | X. Xxxxxxxx Xxxxxx, Jr. | |||||||
Title: | Chief Financial Officer | |||||||
JPMORGAN CHASE BANK, N.A. | ||||||||
By: | /s/ XXXXXXX X. XXXXXXXX | |||||||
Print Name: | XXXXXXX X. XXXXXXXX | |||||||
Title: | VICE PRESIDENT |
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CONSENT AND AGREEMENT
As of the date and year first above written, each of the undersigned hereby:
(a) fully consents to the terms and provisions of the above Amendment and the
consummation of the transactions contemplated hereby and agrees to all terms and provisions of
the above Amendment applicable to it;
(b) agrees that its Guaranty, Subordination Agreement and all other Loan
Documents to which it is a party are hereby ratified and confirmed and shall remain in full
force and
effect, and the undersigned acknowledges that it has no setoff, counterclaim, defense or other
claim or dispute with respect thereto;
(c) acknowledges that its consent and agreement hereto is a condition to the
Lender’s obligation under this Amendment and it is in its interest and to its financial
benefit to execute this consent and agreement;
(d) the execution, delivery and performance of this Consent and Agreement is
within its powers, has been duly authorized and is not in contravention with any law, of the
terms of its Certificate of Incorporation, By-laws or partnership agreement, as the case may be, or any
undertaking to which it is a party or by which it is bound; and
(e) this consent and Agreement is the legal, valid and binding obligation of the
undersigned, enforceable against it in accordance with the terms hereof
ORIGEN FINANCIAL, INC. | ||||||||
By: | /s/ X. Xxxxxxxx Xxxxxx, Jr. | |||||||
Print Name: | X. Xxxxxxxx Xxxxxx, Jr. | |||||||
Title: | Chief Financial Officer | |||||||
ORIGEN SERVICING, INC. | ||||||||
By: | /s/ X. Xxxxxxxx Xxxxxx, Jr. | |||||||
Print Name: | X. Xxxxxxxx Xxxxxx, Jr. | |||||||
Title : | Chief Financial Officer |
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