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EXHIBIT 10.76
FOURTH AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
(the "Amendment"), dated as of November 5, 1997, is entered into between the
Lenders party hereto, BANKERS TRUST COMPANY, a New York banking corporation, as
agent for the Lenders (the "Agent"), DORAL FINANCIAL CORPORATION (formerly known
as First Financial Caribbean Corporation), a corporation organized under the
laws of the Commonwealth of Puerto Rico ("DFC"), and DORAL MORTGAGE CORPORATION,
a corporation organized under the laws of the Commonwealth of Puerto Rico and a
wholly-owned subsidiary of DFC ("DMC", and together with DFC, each a "Borrower"
and collectively, the "Borrowers"), with reference to the First Amended and
Restated Credit Agreement, dated as of September 25, 1996, between the Lenders,
the Agent and the Borrowers (as amended by the First Amendment to First Amended
and Restated Credit Agreement and Certain Other Loan Documents dated as of
January 8, 1997, the Second Amendment to First Amended and Restated Credit
Agreement dated as of March 28, 1997, the Third Amendment to First Amended and
Restated Credit Agreement dated as of June 27, 1997, and as further amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
All capitalized terms used but not otherwise defined herein shall have the
meanings given such terms in the Credit Agreement.
The Lenders, the Agent and the Borrowers wish to amend the Credit
Agreement as set forth herein.
ACCORDINGLY, the parties hereto agree as follows:
Section 1. Amendments to Credit Agreement.
(a) The following new definitions shall be added to Section 1.1 of the
Credit Agreement in appropriate alphabetical order:
"SERVICING COLLATERAL" shall mean the "Collateral" as such
term is defined in the Servicing Security Agreement.
"SERVICING COLLATERAL AGENT" shall mean Bankers Trust Company,
in its capacity as Collateral Agent under the Servicing
Security Agreement.
"SERVICING CREDIT AGREEMENT" shall mean the Credit Agreement,
dated as of November 5, 1997, between the Borrowers, Bankers
Trust Company, as Agent thereunder, and the lenders party
thereto from time to time, as in effect on the date hereof.
"SERVICING LENDERS" shall mean the "Lenders" as such term is
defined in the Servicing Credit Agreement.
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"SERVICING LOANS" shall mean the "Loans" as such term is
defined in the Servicing Credit Agreement.
"SERVICING SECURITY AGREEMENT" shall mean the Security
Agreement dated as of November 5, 1997, between the Servicing
Collateral Agent and the Borrowers, as in effect on the date
hereof.
(b) Section 2.1 of the Credit Agreement shall be amended by adding the
following new subsection (h) thereto immediately following subsection (g)
thereof:
"(h) Limitation on Aggregate Facility 2 Loans. Notwithstanding
anything contained herein, the aggregate principal amount of
Facility 2 Loans plus the aggregate principal amount of
Servicing Loans outstanding at any time shall not exceed the
then current Collateral Value of the Pledged Servicing
Portfolio."
(c) Section 2.8(d) of the Credit Agreement shall be amended and
restated as follows:
"(d) On any date upon which the aggregate principal amount of
the outstanding Facility 2 Loans plus the aggregate principal
amount of the outstanding Servicing Loans exceeds the
Collateral Value of the Pledged Servicing Portfolio, the
Borrowers shall repay on such date the aggregate principal
amount of the Facility 2 Loans as shall be necessary so that
the aggregate principal amount of outstanding Facility 2 Loans
plus the aggregate principal amount of the outstanding
Servicing Loans does not exceed the Collateral Value of the
Pledged Servicing Portfolio."
(d) Section 5.2(a) of the Credit Agreement shall be amended by adding
the following new clause (vi) thereto immediately following clause (v) thereof:
"and (vi) Liens on the Servicing Collateral in favor of the
Servicing Collateral Agent under the Servicing Security
Agreement."
(e) Section 5.2(o) of the Credit Agreement shall be amended to read as
follows:
"(o) Negative Pledges. Unless (i) the Facility 2 Commitments
have been terminated by the Borrowers, (ii) all Facility 2
Loans and related Obligations have been repaid or paid,
respectively, by the Borrowers, (iii) no Potential Default or
Event of Default has occurred and is continuing, and (iv) the
Borrowers and the Lenders have agreed upon the terms and
conditions upon which this Agreement and the Facility 1
Commitments shall remain in effect (as contemplated in Section
2.7(b)), agree with any Person or Persons (other than with the
Lenders pursuant to this Agreement and the Servicing Lenders
pursuant to the Servicing Credit Agreement) not to create,
incur, assume or suffer to exist, or permit any Subsidiary to
create, incur, assume or suffer to exist, any Lien upon the
Servicing Portfolio or any rights relating thereto, including,
without limitation, any rights to receive payments in
connection with the Servicing Portfolio (including, without
limitation, any reimbursement of principal and interest
advances, taxes and insurance advances and any other servicing
advances)."
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(f) Section 6.1 of the Credit Agreement shall be amended by changing
the word "and" in the second line of each of clauses (b) and (c) of Section 6.1
to "or" and by changing the word "Borrower" in the second line of the last
paragraph of Section 6.1 to "Borrowers".
(g) The following new Section 8.21 shall be added to the Credit
Agreement immediately following Section 8.20 thereof:
"SECTION 8.17 INTEGRATION
This Agreement and the other Loan Documents represent the
entire agreement of the Borrowers, the Agent and the Lenders
with respect to the subject matter hereof and thereof, and
there are no promises, undertakings, representations or
warranties by the Agent or any Lender relative to the subject
matter hereof or thereof not expressly set forth or referred
to herein or in the other Loan Documents."
(h) All references to "Telerate Page 314" in the Credit Agreement shall
be amended to "Telerate Page 3750".
Section 2. Representations and Warranties. The Borrowers represent and
warrant that, on and as of the date hereof, all of the representations and
warranties made by them in the Credit Agreement and the other Loan Documents are
true and correct as if made on and as of the date hereof and no Potential
Default or Event of Default has occurred and is continuing.
Section 3. Effectiveness. This Amendment shall become effective as of
the date hereof upon delivery to the Agent of (i) counterparts of this
Amendment, duly executed and delivered by the parties hereto, and (ii)
counterparts of an Intercreditor Agreement duly executed by the Agent, the
Lenders, the Agent under the Servicing Credit Agreement and the Servicing
Lenders, providing for, among other things, the Agent and the Lenders' agreement
to the granting to the Servicing Secured Parties of a first priority security
interest in the Servicing Collateral, which agreement shall be in form and
substance satisfactory to the Agent and the Lenders in their sole discretion.
Section 4. Counterparts. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Amendment by signing any such counterpart.
Section 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 6. Miscellaneous. Except as expressly amended hereby, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect. Nothing contained herein shall operate as a waiver of any right, power
or remedy of the Agent or the Lenders under the Credit Agreement or any other
Loan Document, nor constitute a waiver of any provision of the Credit Agreement
or any other Loan Document.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above written.
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DORAL FINANCIAL CORPORATION,
as a Borrower
By: /S/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
DORAL MORTGAGE CORPORATION,
as a Borrower
By: /S/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
BANKERS TRUST COMPANY,
as Agent and as a Lender
By: /S/ Xxxxx X. XxXxxx
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Name: Xxxxx X. XxXxxx
Title: Vice President
FIRST UNION NATIONAL BANK
as a Lender
By: /S/ R. Xxxxxx Xxxx
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Name: R. Xxxxxx Xxxx
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Title: Vice President
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BANKBOSTON, N.A. (formerly known as
The Bank of Boston),
as a Lender
By: /S/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
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Title: Vice President
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THE BANK OF NEW YORK,
as a Lender
By: /S/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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NATIONAL CITY BANK OF KENTUCKY,
as a Lender
By: /S/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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