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EXHIBIT 10.12
3/01 AMENDMENT
(THE EIGHTH AMENDMENT)
DATED AS OF MARCH 30, 2001
TO
REPURCHASE FINANCING AGREEMENT
DATED AS OF OCTOBER 9, 1996
AMONG
ASSOCIATES FUNDING, INC.
("BORROWER")
RYLAND MORTGAGE COMPANY
("GUARANTOR")
THE CHASE MANHATTAN BANK
("CHASE"), AS AGENT ("AGENT")
AND
CERTAIN LENDERS
$45,000,000 (ORIGINALLY $100,000,000) REVOLVING CREDIT FACILITY
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INDEX
"3/01 AMENDMENT"...........................................................1
"AGENT"....................................................................1
"BORROWER".................................................................1
"CHASE"....................................................................1
"COMPANIES"................................................................1
"GUARANTOR"................................................................1
"LENDERS"..................................................................1
"LOAN AGREEMENT"...........................................................1
"STATED TERMINATION DATE"..................................................1
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TABLE OF CONTENTS
Preamble........................................1
Recitals........................................1
Amendments......................................1
1. Amendment of Section 1.1.....................1
2. Conditions Precedent.........................1
3. Payment Terms................................2
4. Representations and Warranties...............2
5. Ratification.................................2
6. Miscellaneous................................2
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3/01 AMENDMENT TO
REPURCHASE FINANCING AGREEMENT
PREAMBLE
THIS 3/01 AMENDMENT TO REPURCHASE FINANCING AGREEMENT (the "3/01
AMENDMENT") entered into as of March 30, 2001, among ASSOCIATES FUNDING, INC., a
Delaware corporation ("BORROWER"), RYLAND MORTGAGE COMPANY, an Ohio corporation
("GUARANTOR"), THE CHASE MANHATTAN BANK ("CHASE"), a New York banking
corporation and successor by merger to Chase Bank of Texas, National
Association, a national banking association formerly named Texas Commerce Bank
National Association, as a lender and as agent for the lenders from time to time
party thereto (in that capacity, the "AGENT"), and Chase, as currently the only
lender party to the Loan Agreement (defined below) to amend (for the eighth
time) the Loan Agreement, recites and provides as follows:
RECITALS
Borrower and Guarantor (the "COMPANIES") and Chase, as Agent and the
only lender (the lenders thereunder being called the "LENDERS"), are party to
the Repurchase Financing Agreement dated as of October 9, 1996 (as amended
through the date of this amendment, the "LOAN AGREEMENT") providing for
revolving credit loans of (originally) up to $100 million of principal lent and
outstanding on any day during the term of the Loan Agreement, and previously
amended to, among other things, reduce such limit to $35 million and
subsequently (by the 9/00 Amendment to Repurchase Financing Agreement dated as
of September 1, 2000) to increase it back up to $45 million. Terms defined in
the Loan Agreement have the same meanings when used, unless otherwise defined,
in this amendment. This amendment is for the purpose of extending the Stated
Termination Date to March 29, 2002 and confirming and continuing existing
agreements between the parties for accrual and payment of a facility fee.
Accordingly, for valuable and acknowledged consideration, the parties to this
amendment agree as follows:
AMENDMENTS
1. AMENDMENT OF SECTION 1.1.
SECTION 1.1 is amended by adding the following new definition, in
alphabetical order:
"3/01 AMENDMENT" means the 3/01 Amendment to Repurchase Financing
Agreement dated as of March 30, 2001, executed by the parties hereto and
amending this Agreement (for the eighth time).
SECTION 1.1 is further amended by amending the following definitions to
henceforth read as follows:
"STATED TERMINATION DATE" means March 29, 2002.
2. CONDITIONS PRECEDENT.
The Companies agree to forthwith deliver to the Agent: (a) counterparts
of this amendment executed by all of the parties named below, (b) for any
officer of either Company signing below on behalf of that Company but not
included in certificates of incumbency for that Company delivered to the Agent
before this amendment, a certificate of the secretary or assistant secretary of
that Company about the due incumbency of that officer, and (c) if the Agent
reasonably requires, resolutions of the directors of any Company authorizing
this amendment
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certified as accurate and complete by the secretary or assistant secretary of
the appropriate Company. This amendment shall become effective as of the
effective date of this amendment upon execution of this amendment by the
Borrower and the Agent.
3. PAYMENT TERMS.
Section 3.18 of the Loan Agreement is hereby amended in its entirety to
henceforth read as follows:
3.18 FEES. The following fee is not compensation for the use,
detention, or forbearance of money, is in addition to and not in lieu of
interest and expenses otherwise described in the Loan Papers, is
non-refundable, to the extent lawful, bears interest if not paid when
due at the Default Rate, and is calculated on the basis of actual days
(including the first but excluding the last) elapsed over a year of 360
days (or 365 or 366 days, as the case may be, if the calculation would
otherwise result in exceeding the Maximum Amount and the payment were
deemed to be interest notwithstanding the above provisions to the
contrary), Borrower shall pay to The Chase Manhattan Bank a facility fee
of twelve and one-half basis points (0.125%) per annum of the
Commitment, due and payable in arrears on (A) April 1, 2001 (for the
calendar quarter January-March 2001), (B) on the first day of each July,
October, January and April thereafter (for the calendar quarter just
ended) and (C) on the Termination Date (for the period from the date
through which the last preceding payment was made to the Termination
Date).
4. REPRESENTATIONS AND WARRANTIES.
The Companies jointly and severally represent and warrant to Agent and
Lenders that, as of the date of this amendment and on the date of its execution
(a) the representations and warranties in the Loan Papers are true and correct
in all material respects except to the extent that (i) a representation or
warranty speaks to a specific date or (ii) the facts on which a representation
or warranty is based have changed by transactions or conditions contemplated or
permitted by the Loan Papers, and (b) no Default or Potential Default exists.
5. RATIFICATION.
The Companies ratify and confirm (a) all provisions of the Loan Papers
as amended by this amendment and (b) that all guaranties, assurances and Liens
granted, conveyed, or assigned to Agent or Lenders under the Loan Papers --
including, but not limited to, the unconditional and irrevocable guaranty by the
Guarantor of (i) the prompt payment of the Obligation at maturity, by
acceleration or otherwise, and at all times after maturity in accordance with
the Loan Papers, and (ii) the prompt performance of and compliance with every
term, covenant, and condition of the Loan Papers when due, all as stated in
Section 4.1 of the Loan Agreement -- as they may have been revised, extended,
and amended, continue to guarantee, assure and secure the full payment and
performance of the Obligation (including, without limitation, all amounts
evidenced now or in the future by any note delivered under this amendment).
6. MISCELLANEOUS.
All references in the Loan Papers to the "Loan Agreement" are to the
Loan Agreement as heretofore amended and as amended by this amendment. This
amendment is a "Loan Paper" referred to in the Loan Agreement, and the
provisions relating to Loan Papers in the Loan Agreement are incorporated in
this amendment by reference. Except as specifically amended and modified in this
amendment, the Loan Agreement is unchanged and continues in full force
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and effect. This amendment may be executed in any number of counterparts with
the same effect as if all signatories had signed the same document. All
counterparts must be construed together to constitute one and the same
instrument. This amendment binds and benefits the Companies, Agent, Lenders and
their respective successors and permitted assigns. THIS AMENDMENT AND THE OTHER
LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
The remainder of this page is intentionally blank; counterpart signature
pages follow.
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EXECUTED as of the day and year first stated above.
ASSOCIATES FUNDING, INC. RYLAND MORTGAGE COMPANY
By: /s/ SUSAN CASS By: /s/ SUSAN CASS
--------------------------------- ----------------------------------
(Name) Susan Cass (Name) Susan Cass
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(Title) Senior Vice President and (Title) Senior Vice President and
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Chief Financial Officer Chief Financial Officer
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THE CHASE MANHATTAN BANK, as Agent and as a Lender
By: /s/ CYNTHIA E. CRITES
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(Name) Cynthia E. Crites
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(Title) Vice President
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