WESTMARK MORTGAGE CORPORATION
THIRD AMENDMENT TO CREDIT AGREEMENT
AND SECOND 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 and as further amended pursuant to that certain Second Amendment to Credit
Agreement, Second Amendment to Revolving Credit Note and First Amendment to
Security Agreement dated as of October 7, 1998 (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 $10,000,000 to
$20,000,000, decrease the interest rate applicable to Loans made under the
Credit Agreement, extend the Termination Date and make certain other amendments
to the Loan Documents 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 and the Security Agreement shall be and hereby are
amended as follows.
1.1. Section 1.1 of the Credit Agreement shall be amended by deleting
the amount "$10,000,000" appearing therein and by substituting therefor the
amount "$20,000,000."
1.2. Exhibit A to the Credit Agreement shall be amended in its
entirety and as so amended shall read as set forth on Exhibit A attached hereto.
1.3. Section 2. l(a) of the Credit Agreement shall be amended by
deleting the phrase "two percent (2 %)" appearing therein and by substituting
therefore "one and one-fourth percent (1-1/4%)."
1.4. Section 3(c) of the Credit Agreement shall be amended by
deleting the amount "$75.00" appearing therein and by substituting therefor the
amount "$50.00".
1.5. The definition of "Termination Date" in Section 1 of the Credit
Agreement is hereby amended by deleting "March 31, 1999" and replacing the same
with "March 31, 2000."
1.6. Any reference in the Credit Agreement or Security Agreement to
"Collateral Agent" shall be amended to be "render," the parties acknowledging
that the arrangements between First Union Bank of North Carolina as Collateral
Agent and Lender have been terminated and the duties of the Collateral Agent
have been assumed by the Lender.
1.7. Any reference in the Credit Agreement or any other Loan Document
to "Note" or "Revolving Credit Note" shall be references to the replacement
Revolving Credit Note delivered pursuant to 2(a) of this Amendment
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Borrower and the Lender shall have executed and
delivered this Amendment and the Borrower shall have executed and
delivered to Lender a replacement Revolving Credit Note in the form of
Exhibit A to the Credit Agreement as amended hereby.
(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, at 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 of 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 se 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 as amended (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 interests 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.
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(b) Except as specifically amended herein, the Credit
Agreement 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
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 or
the Security Agreement, any reference in any of such items to the
Credit Agreement or the Security Agreement being sufficient to refer to
the Credit Agreement or the Security Agreement as amended hereby.
(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 thin 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 counterparts
shall 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 February 4, 1999.
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:______________________________