FIRST AMENDMENT TO LOAN AGREEMENT AND GUARANTY
This First Amendment to Loan Agreement and Guaranty (this "AMENDMENT"),
dated as of July 9, 1999, is made by and among OAIC XXXX STREET, LLC, a Delaware
limited liability company (the "BORROWER"), SALOMON BROTHERS REALTY CORP., a New
York corporation (the "LENDER"), and OCWEN PARTNERSHIP, L.P., a Virginia limited
partnership (the "GUARANTOR") (each, a "PARTY" and collectively, the "PARTIES")
and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the
"COLLATERAL AGENT").
R E C I T A L S :
The Lender, the Borrower and the Collateral Agent are parties to a Loan
Agreement, dated as of April 7, 1998 (the "LOAN AGREEMENT"), pursuant to which
the Lender agreed, subject to the terms and conditions set forth in the Loan
Agreement, to make a loan to the Borrower as provided in the Loan Agreement.
Terms used but not defined herein shall have the respective meanings ascribed to
such terms in the Loan Agreement, as amended hereby.
As a condition to the effectiveness of the Loan Agreement, the
Guarantor, as a 100% beneficial owner of the Borrower, has made the Guaranty of
Payment in favor of the Lender, dated as of April 8, 1998, pursuant to which the
Guarantor guaranteed the repayment of a portion of the Loan to the Lender (the
"GUARANTY").
The Parties wish to amend the Loan Agreement and the Guaranty as
provided herein.
NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows, effective as of the date hereof:
SECTION 1. AMENDMENTS.
1.1 The Loan Agreement is hereby amended by deleting Section
2.1(c) thereof in its entirety.
1.2 Section 11(b) of the Guaranty is hereby amended by replacing the
amount of "$200 million" with "$175 million".
SECTION 2. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE BORROWERS.
2.1 Except as expressly amended by Section 1 hereof, the Loan
Agreement and the Guaranty remain unaltered and in full force and effect. Each
Party hereby reaffirms all terms and covenants made in the Loan Documents as
amended hereby.
2.2 Each of the Borrower and the Guarantor hereby represents and
warrants to the Lender that (a) this Amendment constitutes the legal, valid and
binding obligation of the Borrower and the Guarantor, enforceable against the
Borrower and the Guarantor in accordance with its terms, and (b) the execution
and delivery by the Borrower and the Guarantor of this Amendment has been duly
authorized by all requisite limited partnership or limited liability company, as
applicable, action on the part of each of the Borrower and the Guarantor and
will not violate any provision of the organizational documents of any of the
Borrower and the Guarantor.
2.3 Each of the Borrower and the Guarantor hereby represents and
warrants to the Lender that, as of the date hereof, to the best of such
Borrower's or Guarantor's, as applicable, knowledge, no Event of Default has
occurred and is continuing, and that no Event of Default will occur as a result
of the execution, delivery and performance by the Borrower or Guarantor of this
Amendment.
2.4 Each of the Borrower and Guarantor hereby agrees that a breach of
any of the representations and warranties made herein shall constitute an Event
of Default under Section 7.1 of the Loan Agreement, subject to the notice and
cure provisions provided therein.
SECTION 3. EFFECT UPON LOAN DOCUMENTS.
3.1 Except as specifically set forth herein, the Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed. All
references to the "Loan Agreement" in the Loan Documents shall mean and refer to
the Loan Agreement as modified and amended hereby.
3.2 The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of the Lender under the
Loan Documents, or any other document, instrument or agreement executed and/or
delivered in connection therewith.
SECTION 4. GOVERNING LAW.
THIS AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PRINCIPLES.
SECTION 5. COUNTERPARTS.
This Amendment may be executed in any number of counterparts, and all
such counterparts shall together constitute the same agreement.
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IN WITNESS WHEREOF, the parties hereto caused this Amendment to be
executed as of the day and year first above written.
LENDER:
SALOMON BROTHERS REALTY CORP., a New York corporation
By: /s/ XXXX X. XXXXXXXXX
---------------------
Name: Xxxx X. Xxxxxxxxx
Title: Authorized Agent
BORROWER:
OAIC XXXX STREET, LLC, a Delaware limited liability company
By: Ocwen Partnership, L.P., a Virginia limited partnership,
its sole member
By: Ocwen General, Inc., its general partner
By: /s/ XXXXXXX XXXXXXX
------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President & Treasurer
GUARANTOR:
OCWEN PARTNERSHIP, L.P. a Virginia limited partnership
By: Ocwen General, Inc., its general partner
By: /s/ XXXX XXXXXXX
----------------
Name: Xxxx Xxxxxxx
Title: CFO
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COLLATERAL AGENT:
LASALLE BANK NATIONAL ASSOCIATION.,
a national banking association
By: /s/ XXXXXX X. XXXXXXX, XX.
--------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Trust Officer
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