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EXHIBIT 10.13
9/00 AMENDMENT
(THE SEVENTH AMENDMENT)
DATED AS OF SEPTEMBER 1, 2000
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
"9/00 Amendment" ............................................................. 1
"Agent" ...................................................................... 1
"Borrower" ................................................................... 1
"Chase" ...................................................................... 1
"Companies" .................................................................. 1
"Guarantor" .................................................................. 1
"Lenders" .................................................................... 1
"LIBOR" ...................................................................... 2
"Loan Agreement" ............................................................. 1
"Termination Date" ........................................................... 2
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TABLE OF CONTENTS
Preamble ..................................................................... 1
Recitals ..................................................................... 1
Amendments ................................................................... 1
1. Amendment of Section 1.1 .................................................. 1
2. Conditions Precedent ...................................................... 3
3. Representations and Warranties ............................................ 3
4. Ratification .............................................................. 3
5. Miscellaneous ............................................................. 3
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9/00 AMENDMENT TO
REPURCHASE FINANCING AGREEMENT
PREAMBLE
This 9/00 AMENDMENT TO REPURCHASE FINANCING AGREEMENT (THE "9/00
AMENDMENT") entered into as of September 1, 2000, among ASSOCIATES FUNDING,
INC., a Delaware corporation ("BORROWER"), ▇▇▇▇▇▇ 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 seventh
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. 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 (i) increasing such limit to
$45 million, (ii) eliminating the sublimit for financing the Borrower's
investments in performing single-family mortgage loans that was added by the
First Amendment (and subsequently modified by later amendments to be a $10
million sublimit), (iii) increasing the Borrower's required minimum Net Worth
from $1 million to $3 million, (iv) providing for automatic termination of the
availability of Borrowings under this Agreement if the Existing Loan Agreement
or the Borrower's right to borrow under it is terminated at any time or for any
reason and (v) adding new definitions and updating the definition of "LIBOR".
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 definitions, in
alphabetical order:
"9/00 AMENDMENT" means the 9/00 Amendment to Repurchase Financing
Agreement dated as of September 1, 2000, executed by the parties hereto and
amending this Agreement (for the seventh time).
"CHASE" is defined in the preamble of the 9/00 Amendment.
SECTION 1.1 is further amended by amending the following definitions to
henceforth read as follows:
"BORROWING BASE" means, at any time, the sum of:
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(a) ninety-nine percent (99%) of the market value of Agency
mortgage-backed securities covered by Lender Liens;
plus (b) ninety-five percent (95%) of the market value of private
mortgage-backed securities covered by Lender Liens.
After the effective date of the 9/00 Amendment, mortgage loans are no
longer eligible Collateral under this Agreement, and no mortgage loan shall
have any value for purposes of determining the Borrowing Base, and
accordingly Section 3 of each Borrowing Base Report made for any date after
such effective date shall be left blank (or completed with zeros) and
disregarded, and the following definitions added by the First Amendment
likewise also may be disregarded: "Certifying Officer's Certificate",
"Conforming", "FHA", "In Default", "Loan Papers", "Mortgage", "Mortgage
Loan", "Mortgage Note", "Mortgaged Premises", "Nonconforming", "Permitted
Encumbrances", "Single-family", "VA" and "Warehouse Transmission File
Instructions".
"LIBOR" means, for any LIBOR Borrowing and for any day, the rate
quoted by the principal London Branch of The Chase Manhattan Bank at
approximately 11:00 a.m. London time on the second Business Day before the
first day of the applicable Interest Period for the offering to leading
banks in the London interbank market 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 the 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.
"TERMINATION DATE" means the earliest of (a) the Stated Termination
Date, (b) the date all commitments or obligations of all Lenders to extend
any credit under this agreement have terminated or been canceled or (c) the
date when the Existing Loan Agreement or the Borrower's right to borrow
under it terminates, without regard to the reason therefor.
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 3/00 Amendment
to Repurchase Financing Agreement dated March 31, 2000) is amended in its
entirety to henceforth read as does SCHEDULE 9/00-1.1(a) attached to this
amendment and hereby made a part hereof.
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2. AMENDMENT OF SECTION 9.1.
Section 9.1 is hereby amended in its entirety to henceforth read as
follows:
9.1 NET WORTH. Borrower's stockholders' equity reflected on its
balance sheet may not be less than Three Million Dollars ($3,000,000) at
the end of any quarter in Borrower's fiscal year.
3. 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 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.
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, 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 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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The remainder of this page is intentionally left blank; counterpart signature
pages follow.
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EXECUTED as of the day and year first stated above.
ASSOCIATES FUNDING, INC. ▇▇▇▇▇▇ MORTGAGE COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------- --------------------------------
(Name) ▇▇▇▇▇ ▇. ▇▇▇▇ (Name) ▇▇▇▇▇ ▇. ▇▇▇▇
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(Title) Sr VP/CFO (Title) Sr VP/CFO
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THE CHASE MANHATTAN BANK, as Agent and as a Lender
By:
--------------------------------
(Name)
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(Title)
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UNNUMBERED COUNTERPART SIGNATURE PAGE TO 9/00 AMENDMENT TO REPURCHASE FINANCING
AGREEMENT AMONG ASSOCIATES FUNDING, INC., ▇▇▇▇▇▇ MORTGAGE COMPANY AND THE CHASE
MANHATTAN BANK
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EXECUTED as of the day and year first stated above.
ASSOCIATES FUNDING, INC. ▇▇▇▇▇▇ MORTGAGE COMPANY
By: By:
-------------------------------- --------------------------------
(Name) (Name)
------------------------------ ------------------------------
(Title) (Title)
----------------------------- -----------------------------
THE CHASE MANHATTAN BANK, as Agent and as a Lender
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
(Name) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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(Title) Vice President
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UNNUMBERED COUNTERPART SIGNATURE PAGE TO 9/00 AMENDMENT TO REPURCHASE FINANCING
AGREEMENT AMONG ASSOCIATES FUNDING, INC., ▇▇▇▇▇▇ MORTGAGE COMPANY AND THE CHASE
MANHATTAN BANK
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SCHEDULE 9/00-1.1(a)
LENDERS AND COMMITMENTS
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NAME OF LENDER COMMITMENT
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The Chase Manhattan Bank $45,000,000
717 ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
Vice President
Fed Tax ID No. ▇▇-▇▇▇▇▇▇▇
Tel (▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
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