1
EXHIBIT 4.5
EXECUTION COPY
AMENDMENT NO. 1
Dated as of July 28, 1998
to and under
SECOND AMENDED AND RESTATED REVOLVING/TERM
SECURITY AND COLLATERAL AGENCY AGREEMENT
Dated as of July 31, 1996
This Amendment No. 1 (the "Amendment"), dated as of July 28,
1998, by and among Resource Bancshares Mortgage Group, Inc. (the "Pledgor"), the
banks listed on the signature pages hereof (the "Banks"), and The Bank of New
York, as Secured Party and Collateral Agent.
WHEREAS, the Pledgor, the Agent, the Co-Agents, the Banks and the
other Persons listed on the signature pages thereof are parties to a Second
Amended and Restated Secured Revolving/Term Credit Agreement, dated as of July
31, 1996 (as amended prior to the date hereof, the "Second Amended and Restated
Credit Agreement"); and
WHEREAS, the parties thereto have amended and restated in its
entirety the Second Amended and Restated Credit Agreement pursuant to that Third
Amended and Restated Secured Revolving/Term Credit Agreement, dated as of July
28, 1998 (as amended, restated, supplemented, waived or otherwise modified from
time to time, the "Credit Agreement"); and
WHEREAS, the Pledgor, the Secured Party and the Collateral Agent
are parties to the Second Amended and Restated Revolving/Term Security and
Collateral Agency Agreement dated as of July 31, 1996 (as amended, restated,
supplemented, waived or otherwise modified from time to time, the "Security
Agreement"); and
WHEREAS, the Pledgor, the Secured Party and the Collateral Agent
desire to amend the Security Agreement as more fully set forth herein;
NOW, THEREFORE, the Pledgor, the Secured Party and the Collateral
Agent hereby (i) confirm and ratify that the Security Agreement continues in
full force and effect pursuant to the terms of the Credit Agreement and shall
continue to secure the Secured Obligations (including all Liabilities of the
Pledgor to the Principals under the Credit Agreement and all other Loan
Documents, as more fully provided in the Security Agreement) and (ii) further
agree that the Security Agreement shall be amended as follows:
1. Amendment to the Security Agreement. Upon and after the
Amendment Effective Date (as defined below),
2
(a) The definition of "Credit Agreement" shall be
amended as follows:
(i) by deleting the words "Second
Amended and Restated Secured
Revolving/Term Credit Agreement,
dated as of July 31, 1996, as
amended from time to time"; and
(ii) inserting in lieu thereof the words
"Third Amended and Restated Secured
Revolving/Term Credit Agreement,
dated as of July 28, 1998, as
amended, restated, supplemented,
waived or otherwise modified from
time to time".
2. Representations and Warranties. In order to induce the Banks,
the Secured Party and the Collateral Agent to agree to amend the Security
Agreement, the Pledgor hereby represents and warrants, as follows:
The Pledgor has the corporate power and authority to execute,
deliver and perform this Amendment and the Security Agreement, as amended by
this Amendment, and has taken all necessary corporate action to authorize the
execution, delivery and performance of this Amendment. This Amendment has been
duly executed and delivered on behalf of the Pledgor, and this Amendment, and
the Security Agreement as amended hereby, constitutes the legal, valid and
binding obligations of the Pledgor, enforceable against it in accordance with
their respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency and other similar laws affecting creditors' rights
generally and by general principles of equity. The execution, delivery and
performance of this Amendment, and the Security Agreement as amended hereby,
does not and will not (a) violate any Applicable Law or any Contract to which
the Pledgor or any Subsidiary is a party or by which the Pledgor or any
Subsidiary or any of their respective properties may be bound, (b) require any
license, consent, authorization, approval or any other action by, or any notice
to or filing or registration with, any Governmental Authority or other Person or
(c) result in the creation or imposition of any Lien on any asset of the Pledgor
except as contemplated by the Loan Documents.
Each of the foregoing representations and warranties shall be
made at and as of the Amendment Effective Date.
3. Conditions to Effectiveness; Amendment Effective Date. This
Amendment shall be effective as of the date first written above, but shall not
become effective as of such date until the date (the "Amendment Effective Date")
that the Agent shall have received this Amendment duly executed by the Pledgor,
the Secured Party and the Collateral Agent and consented to by each Bank.
4. Governing Law. The rights and duties of the parties under this
Amendment shall, pursuant to New York General Obligations Law Section 5-1401, be
governed by the law of the State of New York.
2
3
5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto were upon the same instrument.
6. Headings. Section headings in this Amendment are included
herein for convenience and reference only and shall not constitute a part of
this Amendment for any other purpose.
3
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized officers all as of July 28, 1998.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By
----------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Collateral Agent, Secured Party
and as a Bank
By
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Dominus
Title: Vice President
This Amendment No. 1 to the Second Amended and Restated Revolving/Term Security
and Collateral Agency Agreement is hereby consented to by:
----------------------------------
[insert Bank name]
By:
------------------------------
Name:
Title:
4
