LIST OF DOCUMENTS
3/00 (sixth) AMENDMENT (dated March 31, 2000) TO
REPURCHASE FINANCING AGREEMENT
dated October 9, 1996
among
ASSOCIATES FUNDING, INC.,
RYLAND MORTGAGE COMPANY,
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(formerly named Texas Commerce Bank National Association),
as a Lender and as Agent for the other Lenders
and certain other Lenders
Extends the termination date by 364 days to March 30, 2001.
1. 3/00 Amendment to Repurchase Financing Agreement
2. Officer's Certificate of Associates Funding, Inc.
3. Officer's Certificate of Ryland Mortgage Company
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3/00 AMENDMENT
(the sixth amendment)
dated as of March 31, 2000
to
REPURCHASE FINANCING AGREEMENT
dated as of October 9, 1996
among
ASSOCIATES FUNDING, INC.
("Borrower")
RYLAND MORTGAGE COMPANY
("Guarantor")
CHASE BANK OF TEXAS, BANK NATIONAL ASSOCIATION
("Chase Texas"), as Agent ("Agent")
and
CERTAIN LENDERS
$35,000,000 (originally $100,000,000) Revolving Credit Facility
with $10,000,000 subline for
performing mortgage loans
formerly securing redeemed bonds
[Chase Logo]
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INDEX
3/00 Amendment .................................................1
Agent ..........................................................1
Bloomberg British Bankers Association LIBOR Page ...............1
Borrower .......................................................1
Chase Texas ....................................................1
Companies ......................................................1
Guarantor ......................................................1
Lenders ........................................................1
Loan Agreement .................................................1
Stated Termination Date.........................................2
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TABLE OF CONTENTS
A. Amendments............................................................1
B. Conditions Precedent..................................................2
C. Representations and Warranties........................................3
D. Ratification..........................................................3
E. Miscellaneous.........................................................3
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3/00 AMENDMENT TO
REPURCHASE FINANCING AGREEMENT
Preamble
THIS 3/00 AMENDMENT TO REPURCHASE FINANCING AGREEMENT (the "3/00
Amendment") entered into as of March 31, 2000, among ASSOCIATES FUNDING, INC., a
Delaware corporation ("Borrower"), RYLAND MORTGAGE COMPANY, an Ohio corporation
("Guarantor"), CHASE BANK OF TEXAS, BANK NATIONAL ASSOCIATION1 ("Chase Texas"),
as a lender and as agent for the lenders from time to time party thereto (in
that capacity, the "Agent"), and Chase Texas, as currently the only lender party
to the Loan Agreement (defined below) to amend (for the sixth time) the Loan
Agreement recites and provides as follows:
Recitals
Borrower and Guarantor (the "Companies") and Chase Texas, 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. Terms defined
in the Loan Agreement have the same meanings when used, unless otherwise
defined, in this amendment. This amendment is for the purposes of extending the
Stated Termination Date from March 31, 2000 to March 30, 2001 and updating
certain definitions. Accordingly, for valuable and acknowledged consideration,
the parties to this amendment agree as follows:
A. Amendments.
1. Amendment of Section 1.1. Section 1.1 is amended by adding the
following new definitions, in alphabetical order:
3/00 Amendment means the 3/00 Amendment to Repurchase
Financing Agreement dated as of March 31, 2000, executed by the
parties hereto and amending this Agreement (for the sixth time).
Bloomberg British Bankers Association LIBOR Page means the
display designated as page "LIBOR" on the Bloomberg British Banks
Association rates service or such other internationally
recognized service as the Agent shall select from time to time,
or such other page, if any, as shall replace the LIBOR page on
any such selected service for the purpose of displaying London
interbank offered rates of major banks.
--------
1 Before January 20, 1998, Chase Bank of Texas, National Association was
named Texas Commerce Bank National Association.
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Section 1.1 is further amended by amending the following
definitions to henceforth read as follows:
LIBOR means, for any LIBOR Borrowing, the rate of
interest per annum that is equal to the rate per annum --
rounded upwards, if necessary, to the nearest basis point
(0.01%) -- determined by The Chase Manhattan Bank (which is
an Affiliate of Chase Texas) to be the average of the
interest rates available to it in accordance with the
then-existing practices in the interbank market in London,
England at approximately 11:00 a.m. London time for that day
for the offering to The Chase Manhattan Bank by leading
dealers in such interbank market for delivery on that day of
U.S. dollar deposits each for a term and in an amount that
are fairly comparable, respectively, to the term of the
Interest Period and the amount of that LIBOR Borrowing;
provided that if for any reason the Agent cannot determine
such rate for any such second Business Day, then LIBOR for
that day shall be the rate of interest per annum that is
equal to the arithmetic mean of the rates appearing on the
Bloomberg British Bankers Association LIBOR page as of 11:00
a.m., London time, on the second Business Day before the
first day of the applicable Interest Period for the offering
by such institutions as are named therein to prime banks in
the Eurodollar interbank market in London, England, for U.S.
dollar deposits each for a term and in an amount that are
fairly comparable, respectively, to the term of the relevant
Interest Period and the amount of the relevant LIBOR
Borrowing. The Agent's determination of LIBOR for each day
shall be conclusive and binding, absent manifest error.
Stated Termination Date means March 30, 2001.
And Schedule 1.1(a) (first referred to in the Loan Agreement
in the definition of "Commitment" in Section 1.1 and last
updated by the 3/99 Amendment to Repurchase Financing
Agreement dated March 31, 1999) is amended in its entirety
to henceforth read as does Schedule 3/00-1.1(a) attached to
this amendment and hereby made a part hereof.
B. Conditions Precedent. Paragraph 1 above shall not be effective until (a)
the Agent receives 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, Agent receives 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, the Agent receives resolutions of the directors of any Company
authorizing this amendment certified as accurate and complete by the
secretary or assistant secretary of the appropriate Company.
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C. 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.
D. 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, 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).
E. Miscellaneous. All references in the Loan Papers to the "Loan Agreement"
are to the Loan Agreement 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 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.
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EXECUTED as of the day and year first stated above.
ASSOCIATES FUNDING, INC. RYLAND MORTGAGE COMPANY
By: /s/ Susan M. Cass By: /s/ Susan M. Cass
------------------------------ -----------------------------
(Name) Susan M. Cass (Name) Susan M. Cass
------------------------------ -----------------------------
(Title) Senior Vice President (Title) Senior Vice President and CFO
------------------------------ -----------------------------
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Agent and as a Lender
By: /s/ Michael W. Nicholson
------------------------------
(Name) Michael W. Nicholson
------------------------------
(Title) Vice President
------------------------------
Unnumbered counterpart signature page to 3/00 Amendment to Repurchase
Financing Agreement among Associates Funding, Inc., Ryland Mortgage Company
and Chase Bank of Texas, National Association
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SCHEDULE 3/00-1.1(a)
--------------------
LENDERS AND COMMITMENTS
-----------------------
================================================== =============================
Name of Lender Commitment
-------------------------------------------------- -----------------------------
-------------------------------------------------- -----------------------------
Chase Texas $35,000,000
717 Travis, 6th Floor
O6TCBSouth56
Houston, TX 77252-7056
Attention: Michael Nicholson, Vice President
Fed Tax ID No. 74-0800980
Tel (713) 216-5335
Fax (713) 216-1567
================================================== =============================
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OFFICER'S CERTIFICATE
LENDER: Chase Bank of Texas, National Association 1
COMPANY: Associates Funding, Inc.
DATE: March 31, 2000
________________________________________________________________________
This certificate is delivered to the Lender under a Repurchase
Financing Agreement, dated as of October 9, 1996, as amended by a First
Amendment to Repurchase Financing Agreement, dated as of March 31, 1998 (the
"3/98 Amendment"), a Second Amendment to Repurchase Financing Agreement, dated
September 30, 1998 (the "9/98 Amendment"), a Third Amendment to Repurchase
Financing Agreement dated as of December 31, 1998 (the "12/98 Amendment"), a
Fourth Amendment to Repurchase Financing Agreement dated as of March 31, 1999
(the "3/99 Amendment"), a Fifth Amendment to Repurchase Financing Agreement,
dated as of April 15, 1999 (the "4/99 Amendment"), and a Sixth Amendment to
Repurchase Financing Agreement of even date herewith (the "3/00 Amendment")
(all documents collectively referred to as the "Repurchase Financing
Agreement") between the Company, as Borrower, Ryland Mortgage Company, as
Guarantor and the Lender, both as Agent and Lender. Unless they are otherwise
defined in this request, terms defined in the Repurchase Financing Agreement
have the same meanings here as there.
The undersigned Company officer certifies to the Lender that on the
date of this certificate:
1. The undersigned is an incumbent officer of the Company
holding the title stated below the undersigned's signature below.
2. Attached hereto as Annex A is a true and complete copy of
the resolution of the board of directors of the Company authorizing the
negotiation and execution of the 3/00 Amendment. There have been no
amendments to the certificate or articles of incorporation and bylaws of the
Company since October 1, 1996.
3. The Company officers authorized to execute and deliver the
3/00 Amendment are as follows:
Name Title Signature
Susan M. Cass Sr. Vice President and CFO /s/ Susan M. Cass
--------------------------------------------------------------------------------
Daniel G. Schreiner President /s/ Daniel G. Schreiner
--------------------------------------------------------------------------------
ASSOCIATES FUNDING, INC.
By: /s/ Susan M. Cass
-----------------------
Name: Susan M. Cass
Title: Sr. Vice President and CFO
--------
1 Until January 20, 1998, the Lender was named "Texas Commerce Bank National
Association"
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ANNEX A
-------
ASSOCIATES FUNDING, INC.
Consent of Directors
THE UNDERSIGNED, being all the directors of Associates Funding, Inc., a
Delaware corporation, hereby waive the calling and holding of a meeting of
directors, consent to the following action, and direct that this consent be
filed with the minutes of proceedings of the Corporation:
RESOLVED, that Associates Funding, Inc. is hereby authorized to enter
into that certain Sixth Amendment to Repurchase Financing Agreement,
dated as of March 31, 2000 (the "Sixth Amendment"), by and between
Ryland Mortgage Company as Guarantor, Associates Funding, Inc. as
Borrower and Chase Bank of Texas, National Association (previously
known as Texas Commerce Bank National Association) both as Agent and
Lender, amending the Repurchase Financing Agreement between the
parties, dated October 9, 1996, as amended by a First Amendment to
Repurchase Financing Agreement between the parties, dated as of March
31, 1998, a Second Amendment to Repurchase Financing Agreement
between the parties, dated as of September 30, 1998 a Third Amendment
to Repurchase Financing Agreement between the parties, dated as of
December 31, 1998, a Fourth Amendment to Repurchase Financing
Agreement between the parties, dated as of March 31, 1999, and a
Fifth Amendment to Repurchase Financing Agreement dated as of April
15, 1999 (the Repurchase Financing Agreement and Amendments,
collectively referred to as the "Repurchase Financing Agreement"),
for the purpose of (i) extending the stated Termination Date, as that
term is defined in the Sixth Amendment, to March 30, 2001; and (ii)
updating certain other definitions in the Repurchase Financing
Agreement, all as more particularly set forth in the Sixth Amendment.
RESOLVED, that officers of the Corporation be and are hereby
authorized, empowered and directed, in the name and on behalf of the
Corporation, to execute, deliver, record and file all agreements,
certificates, documents and other instruments and to take all action
as may be necessary or, in their judgment, desirable and proper in
order to renew and continue the Repurchase Financing Agreement and
Amendments, their execution and delivery to be conclusive evidence of
the approval of the terms and conditions of such renewal and
continuation of the Repurchase Financing Agreement and Amendment and
the related agreements, certificates, documents and other
instruments, and all related actions, by the Board of Directors and
of the authority of the officers to execute and deliver such
agreements, certificates, documents and instruments in the form
executed and delivered.
/s/ Susan M. Cass
------------------------------------
Susan M. Cass
/s/ Bruce N. Haase
------------------------------------
Bruce N. Haase
March 31, 2000
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OFFICER'S CERTIFICATE
LENDER: Chase Bank of Texas, National Association 1
COMPANY: Ryland Mortgage Company
DATE: March 31, 2000
________________________________________________________________________
This certificate is delivered to the Lender under a Repurchase
Financing Agreement, dated as of October 9, 1996, as amended by a First
Amendment to Repurchase Financing Agreement, dated as of March 31, 1998 (the
"3/98 Amendment"), a Second Amendment to Repurchase Financing Agreement, dated
as of September 30, 1998 (the "9/98 Amendment"), a Third Amendment to
Repurchase Financing Agreement dated as of December 31, 1998 (the "12/98
Amendment"), a Fourth Amendment to the Repurchase Financing Agreement dated as
of March 31, 1999 (the "3/99 Amendment"), a Fifth Amendment to the Repurchase
Financing Agreement dated as of April 15, 1999 (the "4/99 Amendment"), and a
Sixth Amendment to the Repurchase Financing Agreement of even date herewith
(the "3/00 Amendment") (all documents collectively referred to as the
"Repurchase Financing Agreement") between Associates Funding, Inc., as
Borrower, the Company, as Guarantor and the Lender, both as Agent and Lender.
Unless they are otherwise defined in this request, terms defined in the
Repurchase Financing Agreement have the same meanings here as there.
The undersigned Company officer certifies to the Lender that on the
date of this certificate:
1. The undersigned is an incumbent officer of the Company
holding the title stated below the undersigned's signature below.
2. Attached hereto as Annex A is a true and complete copy of
the resolution of the board of directors of the Company authorizing the
negotiation and execution of the 3/00 Amendment. There have been no
amendments to the certificate or articles of incorporation and bylaws of the
Company since October 1, 1996.
3. The Company officers authorized to execute and deliver the
3/00 Amendment are as follows:
Name Title Signature
Susan M. Cass Sr. Vice President and CFO /s/ Susan M. Cass
--------------------------------------------------------------------------------
Daniel G. Schreiner President /s/ Daniel G. Schreiner
--------------------------------------------------------------------------------
ASSOCIATES FUNDING, INC.
By: /s/ Susan M. Cass
-----------------------
Name: Susan M. Cass
Title: Sr. Vice President and CFO
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ANNEX A
-------
RYLAND MORTGAGE COMPANY
Consent of Directors
THE UNDERSIGNED, being all the directors of Ryland Mortgage Company, an Ohio
corporation, hereby waive the calling and holding of a meeting of directors,
consent to the following action, and direct that this consent be filed with
the minutes of proceedings of the Corporation:
RESOLVED, that Ryland Mortgage Company is hereby authorized to enter
into the Sixth Amendment to Repurchase Financing Agreement, dated as
of March 31, 2000 (the "Sixth Amendment"), by and between Ryland
Mortgage Company as Guarantor, Associates Funding, Inc. as Borrower
and Chase Bank of Texas, National Association (previously known as
Texas Commerce Bank National Association) both as Agent and Lender,
amending the Repurchase Financing Agreement between the parties,
dated October 9, 1996, as amended by a First Amendment to Repurchase
Financing Agreement between the parties, dated as of March 31, 1998,
a Second Amendment to Repurchase Financing Agreement between the
parties, dated as of September 30, 1998, a Third Amendment to
Repurchase Financing Agreement between the parties, dated as of
December 31, 1998, a Fourth Amendment to Repurchase Financing
Agreement between the parties, dated as of March 31, 1999, and a
Fifth Amendment to Repurchase Financing Agreement, dated as of April
15, 1999 (the Repurchase Financing Agreement and Amendments,
collectively referred to as the "Repurchase Financing Agreement"),
for the purpose of (i) extending the stated Termination Date, as that
term is defined in the Sixth Amendment, to March 30, 2001; and (ii)
updating certain other definitions in the Repurchase Financing
Agreement, all as more particularly set forth in the Sixth Amendment.
RESOLVED, that officers of the Corporation be and are hereby
authorized, empowered and directed, in the name and on behalf of the
Corporation, to execute, deliver, record and file all agreements,
certificates, documents and other instruments and to take all action
as may be necessary or, in their judgment, desirable and proper in
order to renew and continue the Repurchase Financing Agreement and
Amendment, their execution and delivery to be conclusive evidence of
the approval of the terms and conditions of such renewal and
continuation of the Repurchase Financing Agreement and Amendment and
the related agreements, certificates, documents and other
instruments, and all related actions, by the Board of Directors and
of the authority of the officers to execute and deliver such
agreements, certificates, documents and instruments in the form
executed and delivered.
/s/ Timothy J. Geckle
----------------------------------
Timothy J. Geckle
/s/ Daniel G. Schreiner
----------------------------------
Daniel G. Schreiner
March 31, 2000
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ANNEX A
-------
RESOLUTIONS
WHEREAS, it is proposed that Ryland Mortgage Company, an Ohio
corporation, as Borrower (the "Corporation"), enter into a first amendment to
Repurchase Financing Agreement, dated as of March 31, 1998 with Associates
Funding, Inc. as a Guarantor ("Associates"), Chase Bank of Texas, National
Association (previously known as Texas Commerce Bank National Association)
both as Agent ("Agent") and Lender ("Lender") (the "Amendment"), amending the
Repurchase Financing Agreement between the parties, dated October 9, 1996 (the
"Repurchase Financing Agreement"), providing, among other things, for a
sublimit to the Repurchase Financing Agreement to finance up to $20 million
dollars from time to time outstanding of the Associate's investments in
performing single-family mortgage loans; and
WHEREAS, the terms of the proposed amendment and related documents
(the "Loan Papers") have been reported to and reviewed by the Corporation's
directors; and
NOW, THEREFORE, resolved, that the proposed Loan Papers are
authorized and approved, and the Corporation's officers are each severally
authorized and directed to execute them for the Corporation and in its name,
with such changes in the Loan Papers' terms and provisions as the executing
officer deems necessary or appropriate and in the Corporation's best interest;
and
FURTHER RESOLVED, that the Corporation's officers are each severally
authorized to take, or cause to be taken, any and all action, for the
Corporation and in its name, which may be required for the transactions
contemplated by the Loan Papers or which any officer deems necessary or
appropriate and in the Corporation's best interest, but attestation of any
agreement or document by any officer is not required for its validity; and
FURTHER RESOLVED, that all acts, transactions or agreements
undertaken before the adoption of these resolutions by any of the officers or
representatives of Corporation in its name and for its account with any of the
Associates, Agent or Lender in connection with the amendment and Loan Papers
are ratified, confirmed and adopted by the Corporation.
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