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EXHIBIT 10(cc)
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This First Amendment to Second Amended and Restated Revolving Credit
Agreement (the "First Amendment") is made as of January 6, 1997 by and among
SOURCE ONE MORTGAGE SERVICES CORPORATION, a Delaware corporation (the
"Company"), THE MORTGAGE AUTHORITY, INC., a Delaware corporation ("TMA"),
CENTRAL PACIFIC MORTGAGE COMPANY, a California corporation ("CPM"), the lenders
identified on the signature pages hereof, and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association ("First Chicago"), individually as a
Lender and as administrative agent for the Lenders.
RECITALS
The Company, TMA, CPM, the Agent and the Lenders are parties to a
certain Second Amended and Restated Revolving Credit Agreement, dated as of
November 12, 1996 (the "Credit Agreement"), pursuant to which the Lenders have
agreed to provide a revolving credit facility to the Company, TMA and CPM 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.
Pursuant to Section 12.6 of the Credit Agreement the Agent, the Lenders,
the Company, TMA and CPM may make certain amendments to the Loan Documents.
The Company, TMA, CPM, the Agent and the Lenders desire to amend the
Credit Agreement to (i) modify the covenant which limits the Recourse
Servicing, and (ii) extend the date by which the Company shall be entitled to
make a special dividend of up to $60,000,000.
AGREEMENTS
NOW, THEREFORE, the parties hereto agree as follows:
1. Recourse Servicing. Section 8.10 of the Credit Agreement is
hereby deleted and replaced with the following:
"8.10 Recourse Servicing.
Permit the principal balance of Mortgage Loans covered
by Recourse Servicing to exceed the sum of (A) the aggregate principal
balance of all Mortgage Loans covered by Recourse Servicing owned by the
Company as of December 31, 1996 plus (B) the aggregate principal balance
of all Mortgage Loans covered by Recourse Servicing acquired by the
Company from and after January 1, 1997 as a part of one or more larger
acquisitions of Servicing Agreements, provided that the principal
balance of Mortgage Loans covered by Recourse Servicing acquired in any
single larger acquisition shall not exceed the lesser of (i)
$100,000,000 or (ii) 10% of the principal balance of all Mortgage Loans
covered by the
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Servicing Agreements acquired in such acquisition less (C) all
reductions in such aggregate principal balances, whether by reason of
prepayment or amortization from and after January 1, 1997 (or the date
of later acquisition, as the case may be) and less (D) the aggregate
principal balance of any Mortgage Loans covered by any such Recourse
Servicing sold by the Company after December 31, 1996."
2. Extension of Date for $60,000,000 Special Dividend. The phrase "the
fourth calendar quarter of 1996" in Section 8.16(b)(ii) of the Credit Agreement
is hereby deleted and replaced with the phrase "the first six calendar months
of 1997".
3. Miscellaneous.
(a) All references to the Credit Agreement in the Credit
Agreement and the other Credit Documents shall be deemed to refer to the Credit
Agreement as amended by this First Amendment.
(b) The Company, TMA and CPM each hereby represents and
warrants to the Lenders that on the date of execution hereof, both prior to and
after giving effect to this First Amendment, (i) the representations and
warranties of the Company, TMA and CPM contained in the Credit Documents are
accurate and complete in all respects, and (ii) no Default or event which with
the giving of notice and/or the passage of time would constitute a Default has
occurred and is continuing.
(c) In all other respects, the Credit Agreement is and
remains unmodified and in full force and effect and is hereby ratified and
confirmed. This First 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 First Amendment by signing any such
counterpart.
(d) This First Amendment shall be construed in accordance with
and governed by the laws of the State of Illinois.
IN WITNESS WHEREOF, the Company, TMA, CPM, the Required Lenders and the
Agent have executed this First Amendment as of the date first above written to
be effective as of the date this First Amendment is executed by the Company,
TMA, CPM, the Agent and the Required Lenders.
SOURCE ONE MORTGAGE SERVICES
CORPORATION
By:________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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THE MORTGAGE AUTHORITY, INC.
By:________________________________
Name: Xxxxx X. Xxxxx
Title: Vice President/Treasury
CENTRAL PACIFIC MORTGAGE COMPANY
By:________________________________
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
THE FIRST NATIONAL BANK OF CHICAGO,
as Agent
By:________________________________
Name:___________________________
Title:__________________________
THE FIRST NATIONAL BANK OF CHICAGO
By:________________________________
Name:___________________________
Title:__________________________
ABN AMRO BANK, N.V.
By:________________________________
Name:___________________________
Title:__________________________
By:________________________________
Name:___________________________
Title:__________________________
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XXXX XX XXXXXXX XX & XX
By:_________________________________
Xxxxxx X. Xxxxxxx
Vice President
THE BANK OF NEW YORK
By:________________________________
Xxxxxxxx X. Dominus
Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
By:_________________________________
Xxxxxx Xxxxxxxxx
Deputy General Manager
BANKERS TRUST COMPANY
By:________________________________
Xxxx X'Xxxxxx
Vice President
BANQUE PARIBAS
By:_________________________________
Name:____________________________
Title:___________________________
By:_________________________________
Name:____________________________
Title:___________________________
BARCLAYS BANK PLC
By:________________________________
Xxxx Xxxxxx
Associate Director
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CAISSE NATIONALE DE CREDIT AGRICOLE
By:_________________________________
Xxxxx Xxxxx
First Vice President Head of
Corporate Banking Chicago
CIBC, INC.
By:________________________________
Xxxxxxx X. Xxxxxxxx
Director
CIBC Wood Gundy Securities
Corp., As Agent for CIBC, Inc.
COMERICA BANK
By:________________________________
Xxxxx X. Xxxxxxxx
Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By:___________________________
Xxxxxx x'Xxxxxx
Senior Vice President
CREDIT SUISSE
By:________________________________
Name:___________________________
Title:__________________________
By:________________________________
Name:___________________________
Title:__________________________
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THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By:________________________________
Name:___________________________
Title:__________________________
FLEET BANK N.A.
By:_________________________________
Xxxxxx Xxxxxxx
Vice President
THE FUJI BANK, LIMITED
By:_________________________________
Xxxxx X. Xxxxxxxx
Joint General Manager
GUARANTY FEDERAL BANK, F.S.B.
By:_________________________________
Xxxxxxx Xxxxxxx
Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By:_________________________________
Name:____________________________
Title:___________________________
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THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY
By:_________________________________
Name:____________________________
Title:___________________________
NATIONAL CITY BANK OF KENTUCKY
By:________________________________
Xxxx Xxxxxxxxx
Vice President
PNC BANK, NATIONAL ASSOCIATION
By:________________________________
Xxxxx Xxxxx
Assistant Vice President
THE SANWA BANK, LIMITED, CHICAGO BRANCH
By:_________________________________
Xxxxxxx X. Xxxx
Vice President
THE SUMITOMO BANK, LTD.
By:_________________________________
Xxxxxxxx Xxxxx
Joint General Manager
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XXXXX FARGO BANK, NA
By:_________________________________
Name:____________________________
Title:___________________________
By:_________________________________
Name:____________________________
Title:___________________________
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By:________________________________
Name:___________________________
Title:__________________________
By:________________________________
Name:___________________________
Title:__________________________
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