EXHIBIT 10.96
Execution Copy
AMENDMENT NO. 1
---------------
TO MASTER LOAN AND SECURITY AGREEMENT
-------------------------------------
This AMENDMENT NO. 1 is dated as of February 15, 2002 (this
"Amendment"), and amends the Amended and Restated Master Loan and Security
Agreement, dated as of December 1, 2001 (the "Loan and Security Agreement"), and
is between NC Capital Corporation and Xxxxxx Xxxxxxx Xxxx Xxxxxx Mortgage
Capital Inc.
WITNESSETH:
-----------
WHEREAS, the parties hereto desire to make a certain amendment to the
Loan and Security Agreement as hereinafter set forth; and
WHEREAS, pursuant to Section 11.4 of the Loan and Security Agreement,
the parties hereto are permitted to amend the Loan and Security Agreement:
NOW THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used herein but not defined
-----------
shall have the meanings set forth in the Loan and Security Agreement.
SECTION 2. Amendment. The Loan and Security Agreement is hereby
---------
amended as set forth below:
The definition of the term "Maximum Credit" is hereby amended
in its entirety to read as follows:
"Maximum Credit" shall mean $500,000,000 from the date hereof
--------------
through and including March 8, 2002, and shall mean at all times
thereafter, $400,000,000, in each case as reduced in accordance with
Section 2.1 hereof.
SECTION 3. Survival. Except as expressly amended hereby, the Loan and
--------
Security Agreement shall continue in full force and effect in accordance with
the provisions thereof and the Loan and Security Agreement is in all respects
hereby ratified, confirmed and preserved. This Amendment and all its provisions
shall be deemed a part of the Loan and Security Agreement in the manner and to
the extent herein provided.
SECTION 4. Successors and Assigns. This Amendment shall be bindng upon
----------------------
and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
SECTION 5. Governing Law. This Amendment shall be governed by New York
-------------
law without reference to its choice of law doctrine.
SECTION 6. Counterparts. This Amendment may be executed in any number
------------
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Amendment by
signing any such counterpart.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed as of this 15th day of February 2002.
NC CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: CFO
XXXXXX XXXXXXX XXXX XXXXXX
MORTGAGE CAPITAL INC.
By:
------------------------
Name:
Title
