Fifth Amendment to First Amended and Restated Warehousing Credit and Security Agreement by and between Monument Mortgage, Inc. and Residential Funding Corporation
Summary
This amendment is between Monument Mortgage, Inc. and Residential Funding Corporation. It temporarily increases the credit facility's commitment amount from $75 million to $85 million from August 22, 2000, to September 15, 2000, after which the original limit resumes and any excess must be repaid. Monument Mortgage agrees to pay related fees and deliver updated documents. The agreement is reaffirmed except for the changes specified. FiNET.com, Inc., as guarantor, consents to the amendment and reaffirms its guarantee obligations.
EX-10.2 3 a2030486zex-10_2.txt EXHIBIT 10.2 Exhibit 10.2 - -------------------------------------------------------------------------------- FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT - -------------------------------------------------------------------------------- THIS FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT (this "Amendment") is entered into as of this 22nd day of August, 2000, by and between MONUMENT MORTGAGE, INC., a California corporation (the "Company") and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the "Lender"). WHEREAS, the Company and the Lender have entered into a single family revolving warehouse facility with a present Commitment Amount of $75,000,000, to finance the origination and acquisition of Mortgage Loans as evidenced by a Promissory Note in the principal sum of $75,000,000, dated as of August 9, 1999 (the "Note"), and by a First Amended and Restated Warehousing Credit and Security Agreement dated as of August 9, 1999, as the same may have been amended or supplemented (the "Agreement"); WHEREAS, the Company has requested the Lender to temporarily increase the Commitment Amount, and the Lender has agreed to such increase subject to the terms and conditions of this Amendment; and NOW, THEREFORE, for and in consideration of the foregoing and of the mutual covenants, agreements and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. The effective date ("Effective Date") of this Amendment shall be ___________. 2. All capitalized terms used herein that are not otherwise defined below are defined in the Agreement. 3. Section 1.1 of the Agreement is hereby amended to delete the definition of "Commitment Amount" in its entirety and to substitute the following in lieu thereof: "COMMITMENT AMOUNT" means $75,000,000. Notwithstanding the foregoing, during the period from August 22, 2000, to and including September 15, 2000, the Commitment Amount will be temporarily increased to $85,000,000. On the first Business Day following the expiration of the temporary increase of the Commitment Amount, the Company will repay to the Lender the amount by which the outstanding Advances exceed the Commitment Amount. 4. Upon execution of this Amendment, the Company agrees to pay to the Lender (a) the pro rata Commitment Fee on the increased portion of the Commitment Amount for the time period from the Effective Date to and including September 15, 2000, and (b) a $6,500 increase fee. 5. The Promissory Note is amended and restated in its entirety as set forth in a First Amended and Restated Promissory Note. All references in this Amendment and in the Agreement to the Promissory Note shall be deemed to refer to the First Amended and Restated Promissory Note delivered in connection with this Amendment. 6. The Company shall deliver to the Lender (a) an executed original of this Amendment; (b) an executed original of the First Amended and Restated Promissory Note; (c) a Certificate of Secretary with corporate resolutions; (d) the Commitment Fee on the increased portion of the Commitment Amount; (e) the $6,500 increase fee; and (f) a $350 document production fee. - 1- 7. The Company represents, warrants and agrees that (a) there exists no Default or Event of Default under the Loan Documents, (b) the Loan Documents continue to be the legal, valid and binding agreements and obligations of the Company enforceable in accordance with their terms, as modified herein, (c) the Lender is not in default under any of the Loan Documents and the Company has no offset or defense to its performance or obligations under any of the Loan Documents, (d) the representations contained in the Loan Documents remain true and accurate in all respects and (e) there has been no material adverse change in the financial condition of the company from the date of the Agreement to the date of this Amendment. 8. Except as hereby expressly modified, the Agreement shall otherwise be unchanged and shall remain in full force and effect, and the Company ratifies and reaffirms all of its obligations thereunder. 9. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. IN WITNESS WHEREOF, the Company and the Lender have caused this Amendment to be duly executed on their behalf by their duly authorized officers as of the day and year above written.
- 2 - STATE OF ______________________ ) ) COUNTY OF ______________________ ) On, August _____, 2000 before me, a Notary Public, personally appeared ___________________________________, the ___________________________________ of MONUMENT MORTGAGE, INC., a California corporation personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.
STATE OF ______________________ ) ) COUNTY OF ______________________ ) On, August _____, 2000 before me, a Notary Public, personally appeared __________________________________________, the ______________________________ of RESIDENTIAL FUNDING CORPORATION, a Delaware corporation, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.
- 3 - CONSENT OF GUARANTOR - -------------------------------------------------------------------------------- The undersigned, being the Guarantor under the Guaranty dated as of August 9, 1999, hereby consents to the foregoing Amendment and the transactions contemplated thereby and hereby modifies and reaffirms his obligations under his Guaranty so as to include within the term "Guaranteed Debt" the indebtedness, obligations and liabilities of the Company under this Amendment and the Note. The Guarantor hereby reaffirms that his obligations under his Guaranty are separate and distinct from the Company's obligations to Lender, and that his obligations under the Guaranty are in full force and effect, and hereby waives and agrees not to assert any anti-deficiency protections or other rights as a defense to his obligations under the Guaranty, all as more fully set forth in the Guaranty, the terms of which are incorporated herein as if fully set forth herein.
STATE OF ______________________ ) ) COUNTY OF ______________________ ) On August _____, 2000 before me, a Notary Public, personally appeared ____________________________________, the _________________________________ of FiNET.COM, INC., a Delaware corporation, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.
