WESTMARK MORTGAGE CORPORATION
SECOND AMENDMENT TO CREDIT AGREEMENT,
SECOND AMENDMENT TO REVOLVING CREDIT NOTE
AND FIRST AMENDMENT TO SECURITY AGREEMENT
Household Financial Services, Inc.
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Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
April 7, 1997 as amended pursuant to that certain First Amendment to Credit
Agreement and First Amendment to Revolving Credit Note dated as of September 20,
1997 (the "Credit Agreement") between the undersigned, Westmark Mortgage
Corporation, a California corporation (the "Borrower") and you (the "Lender").
All capitalized terms used herein without definition shall have the same
meanings herein as such terms have in the Credit Agreement.
The Borrower has requested that the Lender increase the amount of the
Revolving Credit Commitment under the Credit Agreement from $7,000,000 to
$10,000,000 and the Lender is willing to do so under the terms and conditions
set forth in this Amendment.
1. AMENDMENTS.
Upon your acceptance hereof in the space provided for that purpose
below, the Credit Agreement, the Revolving Credit Note and the Security
Agreement shall be and hereby are amended as follows.
1. Section 1.1 and Exhibit A of the Credit Agreement and the Revolving
Credit Note shall each be amended by deleting the amount "$7,000,000. appearing
therein and by substituting therefor the amount "$10,000,000".
2. Exhibit A to the Credit Agreement and the Revolving Credit Note
shall each be amended by deleting the phrase "Seven Million Dollars ($
7,000,000)" appearing therein and by substituting therefor the phrase "Ten
Million Dollars ($10,000,000) therefor.
3. Any references in the Credit Agreement and the Security Agreement to
the Borrower's chief executive office, principal place of business or mailing
address shall be amended to be "8000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇".
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
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(a) The Borrower and the Lender shall have executed and
delivered this Amendment.
(b) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Lender and its counsel.
(c) The Lender shall have received copies (executed or
certified, as may be appropriate) of all legal documents or proceedings
taken in connection with the execution and delivery of this Amendment
to the extent the Lender or its counsel may reasonably request.
3. REPRESENTATIONS.
In order to induce the Lender to execute and deliver this Amendment,
the Borrower hereby represents to the Lender that as of the date hereof, the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.5 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Lender) and the Borrower is in full
compliance with all of the terms and conditions of the Credit Agreement and no
Default or Event of Default has occurred and is continuing under the Credit
Agreement or shall result after giving effect to this Amendment.
4. MISCELLANEOUS.
(a) The Borrower has heretofore executed and delivered to the Lender
that certain Security and Collateral Agency Agreement dated as of April 7, 1997
(the "Security Agreement") and the Borrower hereby acknowledges and agrees that,
notwithstanding the execution and delivery of this Amendment, the Security
Agreement remains in full force and effect and the rights and remedies of the
Lender thereunder, the obligations of the Borrower thereunder and the liens and
security interest created and provided for thereunder remain in full force and
effect and shall not be affected, impaired or discharged hereby, except to the
extent specifically amended hereby. Nothing herein contained shall in any manner
affect or impair the priority of the liens and security interests created and
provided for by the Security Agreement as to the indebtedness which would be
secured thereby prior to giving effect to this Amendment.
(b) Except as specifically amended herein, the Credit Agreement,
Revolving Credit Note and Security Agreement shall continue in full force and
effect in accordance with their original terms. Reference to this specific
Amendment need not be made in the Credit Agreement, the Revolving Credit Note,
the Security Agreement, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or
made pursuant to or with respect to the Credit Agreement, the Revolving Credit
Note or the Security Agreement, any reference in any of such items to the Credit
Agreement, the Revolving Credit Note or the Security Agreement being sufficient
to refer to the Credit Agreement, the Revolving Credit Note or the Security
Agreement as amended hereby. The Borrower hereby affirms its promise to pay all
principal of and interest on the Revolving Credit Note as amended hereby.
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(c) The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Lender in connection with the negotiation, preparation,
execution and delivery of this Amendment including the fees and expenses of
counsel for the Lender.
(d) This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterpart for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.
Dated as of October 7, 1998.
WESTMARK MORTGAGE CORPORATION
By: /s/ ▇▇▇▇▇▇ Story, III
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Its: President
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Accepted and agreed to in Mt. Prospect, Illinois as of the date and
year last above written.
HOUSEHOLD FINANCIAL SERVICES, INC.
By:____________________________________
Its:___________________________________
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