EXHIBIT 4(aaa)
Seventh Amendment to the Amended and Restated Credit Agreement
among CRIIMI MAE Inc. and Signet Bank/Virginia
September 21, 1995
Signet Bank/Virginia
0000 Xxxxxxxx Xxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000
Re: Seventh Amendment to Credit Agreement
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement dated as of
December 22, 1992, as amended by the First Amendment thereto dated April 29,
1993, the Second Amendment thereto dated June 30, 1993, the Third Amendment
thereto dated September 14, 1993, the Fourth Amendment thereto dated April 28,
1994, the Fifth Amendment thereto dated December 9, 1994 and the Sixth Amendment
thereto dated March 31, 1995 (the "Credit Agreement") among CRIIMI MAE Inc. (the
"Borrower"), Signet Bank/Virginia, as the Bank party thereto (the "Bank") and
Signet Bank/Virginia, as Agent (the "Agent"). Except as otherwise provided,
capitalized terms used herein and not defined shall have the meanings set forth
in the Credit Agreement.
The Borrower has requested that the Credit Agreement be amended as set forth
herein. The Bank and the Agent are willing to agree to such request, subject to
the terms and conditions contained herein.
Accordingly, upon the acceptance of this Seventh Amendment to the Credit
Agreement by the Bank and the Agent in the space provided for that purpose
below, the parties hereto agree as follows:
I. Amendments to the Credit Agreement.
a. Section 5.05(a)(iii) of the Credit Agreement is hereby amended to read
as follows:
(iii) (A) Debt of the Borrower under the CIBC Credit Agreement, (B) Debt of
the Borrower under (x) the Nomura Credit Facilities, as defined in the
Third Amendment to the Credit Agreement dated September 14, 1993 and (y)
the Committed Master Repurchase Agreement Governing Purchases and Sales of
Participation Certificates and the Committed Master Repurchase Agreement,
each as amended from time to time, each dated as of November 30, 1993 and
each attached as Exhibit A to the Fourth Amendment to the Credit Agreement
dated April 28, 1994 (jointly, the "Additional Nomura Credit Facility"),
(C) Debt of the Borrower or Borrower's Subsidiaries under a Collateralized
Mortgage Obligation and under a Funding Note with the Federal Home Loan
Mortgage Corporation ("FHLMC"), which Funding Note secures Structured Pass-
Through Securities of FHLMC (the "CMO Facilities") and (D) other Debt of
the Borrower on terms and conditions similar to those applicable to the
Debt described in clauses (B) and (C) of this subsection; provided, that
the aggregate amount of all such Debt permitted under this subsection
(a)(iii) shall at no time exceed $800,000,000;
b. Section 5.05(a)(ix) of the Credit Agreement is hereby amended to read
as follows:
(ix) Debt of the Borrower for the financing of mortgage investments (other
than Collateral) up to a maximum aggregate amount of Debt for such purpose
of $200,000,000.
c. Section 5.07 of the Credit Agreement is hereby amended to read as
follows:
Section 5.07 [Intentionally Omitted].
III. Representations, Warranties and Covenants
a. The Borrower represents and warrants that, (i) all representations and
warranties made in or in connection with the Credit Agreement, this Seventh
Amendment thereto and each other Loan Document are true, correct and complete on
and as of the date hereof and (ii) no event which would constitute a Default
under the Credit Agreement, as amended hereby, or any other Loan Document has
occurred and is continuing.
b. The Borrower shall cause all obligations under the CIBC Credit
Agreement to be paid in full, and shall cause the CIBC Credit Agreement to be
terminated and of no further force and effect, on or before October 31, 1995.
c. The Borrower shall deliver to the Bank true and correct copies of all
documents governing the CMO Facilities promptly upon their execution and
delivery by the Borrower.
III. Conditions of Amendment. The agreement of the Bank and the Agent set forth
in Paragraph 1 of this Seventh Amendment to the Credit Agreement is subject to
the satisfaction of the following conditions precedent:
a. The Bank and the Agent shall have received the following, all of which
must be satisfactory in form and substance to the Bank and the Agent, in their
discretion:
(1) this Seventh Amendment to the Credit Agreement, duly executed by
the Borrower, the Bank and the Agent; and
(2) any additional agreements, opinions, certifications, instruments
and other documents relating to this Seventh Amendment to the Credit Agreement
or the Credit Agreement the Bank or the Agent may reasonably deem necessary or
desirable.
b. All representations and warranties made in or in connection with the
Credit Agreement, this Seventh Amendment to the Credit Agreement and each other
Loan Document, shall be true, correct and complete on and as of the date hereof.
c. No Default shall have occurred and be continuing
IV. No Claims or Defenses. The Borrower acknowledges and agrees that its
obligations under the Loan Documents are its valid obligations and, as of the
date hereof, there are no claims, setoffs or defenses to the payment or
performance by the Borrower of such obligations, and that the Bank and the Agent
may enforce the payment and performance of such obligations as set forth in the
Loan Documents.
V. Counterpart Execution. This Seventh Amendment to the Credit Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
VI. GOVERNING LAW. THIS SEVENTH AMENDMENT TO THE CREDIT AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
VIRGINIA WITHOUT GIVING EFFECT TO THE CHOICE OF LAW RULES THEREOF.
VII. References to Credit Agreement. Except as herein specifically amended, the
Credit Agreement shall remain in full force and effect in accordance with its
terms. Whenever reference is made in any note, document, letter or
conversation, such reference shall, without more, be deemed to refer to the
Credit Agreement as amended hereby.
CRIIMI MAE INC.
By: /s/ Xxx X. Xxxxx
-------------------------
Xxx X. Xxxxx
Executive Vice President
& Treasurer
Accepted and agreed to as of
the date first written above:
SIGNET BANK/VIRGINIA, as Bank
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx, Vice President
SIGNET BANK/VIRGINIA, as Agent
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Vice President
