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Exhibit 10.2
AMENDMENT NO. 6 TO
REVOLVING CREDIT AGREEMENT
THIS AMENDMENT ("Amendment"), dated as of September 30, 1997, is by and
among CITYSCAPE CORP. (The "Borrower"), CITYSCAPE FINANCIAL CORP. (the
"Guarantor"), CORESTATES BANK, N.A. ("CoreStates") and HARRIS TRUST AND SAVINGS
BANK ("Harris"), (CoreStates and Harris are referred to individually as a "Bank"
and collectively as the "Banks"), and CORESTATES BANK, N.A. as Agent for the
Banks (the "Agent").
BACKGROUND
A. The Borrower, the Guarantor, the Banks and certain other lenders (as
discussed below) are parties to that certain Revolving Credit, Security and Term
Loan Agreement dated June 30, 1995, as amended by Amendments Nos. 1,2,3,4 and 5
to Revolving Credit Agreement dated August 31, 1995, September 27, 1996, April
25, 1997, April 30, 1997 and June 30, 1997 respectively (as the same has been,
is hereby and may hereafter be amended from time to time, the "Agreement").
B. NBD BANK ("NBD") and Fleet Bank, N.A. ("Fleet") are currently
parties to the Agreement. The Agreement and the Commitments of the Banks, NBD
and Fleet expire on September 30, 1997. The Loan Parties have requested that the
Banks agree to continue the Agreement and extend their respective Commitments
until October 31, 1997.
C. All capitalized terms used herein and not otherwise defined herein
shall have the meanings given to them in the Agreement.
NOW, THEREFORE, the foregoing Background Section being incorporated by
reference, the parties hereto agree as follows:
Section 1. Amendments to the Agreement. The Agreement is hereby amended
as follows:
(a) Amendment to Section 1.01 (Definitions).
(1) The definition of Expiration Date contained in section 1.01 of
the Agreement is amended by deleting the reference to September 30, 1997
therein and replacing it with "October 31, 1997".
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Exhibit 10.2
(2) The Definition of "Revolving Credit Commitment" contained in
Section 1.01 of the Agreement is amended by deleting the reference to
"Seventy-Two Million Dollars" and replacing it with "Fifty-Five Million
Dollars".
(3) The definition of Majority Banks is amended by deleting the
reference to 66 2/3% contained therein and replacing it with "100%".
(b) Amendment to Section 2.01(A). Section 2.01(A) shall be amended by
deleting the reference to Seventy-Five Million Dollars ($75,000,000) contained
therein and replacing it with "Fifty-Five Million Dollars ($55,000,000)" and by
deleting the table contained in such Section and replacing it with the
following:
Revolving Percentage
Total Credit of Total
Commitment Commitment Commitment
---------- ---------- ----------
CoreStates $40,000,000 $40,000,000 73.00%
Harris $15,000,000 $15,000,000 27.00%
----------- ----------- -------
TOTAL $55,000,000 $55,000,000 100.00
Section 2. Amended and Restated Notes. As evidence of the change in the
Commitments, the Borrower shall execute and deliver to the Banks, the Amended
and Restated Notes in the forms attached hereto as exhibits "A and B".
Section 3. Representations of the Loan Parties. The Loan Parties
represent and warrant that no default or Event of Default exists under the
Agreement and that all other terms, conditions and/or covenants contained in
the Agreement are ratified and confirmed. Except as amended hereby, the
Agreement continues in full force and effect in accordance with its terms.
Section 4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be identical and all of which, when taken
together, shall constitute one and the same instrument, and any of the parties
hereto may execute this Amendment by signing any such counterpart.
Section 5. Binding Effect. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
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Section 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Pennsylvania.
Exhibit 10.2
Section 7. Corporate Action, etc. The Borrower and the Guarantor have
each taken all corporate action necessary to authorize the execution, delivery
and performance of this Amendment. This Amendment is a valid and legally
binding obligation of the Borrower and of Guarantor enforceable in accordance
with its terms. The Borrower hereby ratifies and reaffirms the representations
and warranties contained in the Agreement as being true and correct as of the
date hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date set forth above.
CORESTATES BANK, N.A. CITYSCAPE CORP.
By: /s/ Andrew Tauber By: /s/ Robert C. Patent
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Its: Vice President Its: Executive Vice President
HARRIS TRUST AND SAVINGS BANK CORESTATES BANK, N.A., as Agent
By: /s/ Michael A. Houlihan By: /s/ Andrew Tauber
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Its: Vice President Its: Vice President
CONSENT OF GUARANTOR
Cityscape Financial Corp., Guarantor, hereby consents to the foregoing
Amendment and acknowledges and reaffirms its obligations as set forth in the
Guarantee.
CITYSCAPE FINANCIAL CORP.
By: /s/ Robert C. Patent
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Its: Executive Vice President