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2nd Amendment To Facility Ii Credit Agreement

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Sectors: Banking
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: January 04, 1996
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EXHIBIT 10.5
SECOND AMENDMENT TO
FACILITY II CREDIT AGREEMENT
----------------------------


THIS SECOND AMENDMENT TO FACILITY II CREDIT AGREEMENT dated as of January 4, 1996 (this "Amendment") is made by and among CWM MORTGAGE HOLDINGS, INC., a Delaware corporation ("CWM"), INDEPENDENT NATIONAL MORTGAGE CORPORATION, a Delaware corporation ("INMC"), INDEPENDENT LENDING CORPORATION, a Delaware corporation ("ILC" and, together with CWM and INMC, the "Companies"), FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a national banking association ("First Union") in its individual capacity, THE BANK OF NEW YORK, a New York banking corporation ("BNY"), CREDIT LYONNAIS, CAYMAN ISLANDS BRANCH, a ______________ ("Credit Lyonnais"), THE FIRST NATIONAL BANK OF CHICAGO, a national banking association ("FNB Chicago"), GUARANTY FEDERAL BANK F.S.B., a _____________ ("Guaranty Federal"), HIBERNIA NATIONAL BANK, a national banking association ("Hibernia"), NATWEST BANK N.A., a national banking association ("NatWest"), NATIONSBANK OF TEXAS, N.A., a national banking association ("NationsBank") and DRESDNER BANK AG, LOS ANGELES AGENCY & GRAND CAYMAN BRANCH, a __________ ("Dresdner") (First Union in its individual capacity, BNY, Credit Lyonnais, FNB Chicago, Guaranty Federal, Hibernia, NatWest, NationsBank and Dresdner, each together with its permitted successors and assigns, a "Lender" and, collectively, the "Lenders"), and First Union as administrative agent for the Lenders (in such capacity, the "Administrative Agent").


STATEMENT OF PURPOSE
--------------------


WHEREAS, each of the parties hereto other than Dresdner are parties to a Facility II Credit Agreement dated as of May 30, 1995, as amended by a First Amendment to Facility II Credit Agreement dated as of September 25, 1995 (as so amended, the "Credit Agreement"); and


WHEREAS, Dresdner has become a party to and a Lender under the Credit Agreement and all other agreements and documents entered into in connection therewith pursuant to the terms of Paragraph 15(i) of the Credit Agreement, as evidenced by that certain Assignment Agreement of even date herewith between Dresdner and First Union (the "Assignment"), such Assignment being in the form attached as ANNEX I hereto; and


WHEREAS, the parties hereto wish to amend the Credit Agreement to provide for the inclusion of Dresdner as a party thereto and a Lender thereunder; and


WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to make available, and to continue to make available, to the Companies the credit facilities provided for in the Credit Agreement, as amended hereby;


NOW, THEREFORE, in consideration of the premises and agreements contained herein, and for good and valuable consideration,


the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby agree as follows:


1. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement, as amended hereby.


2. The Credit Agreement is hereby amended to include, as a party thereto, Dresdner, and the term "Lenders" as defined in the preamble to and Paragraph 16 of the Credit Agreement is hereby amended to include Dresdner, and as of the date hereof, Dresdner shall be deemed to be a "Lender" under the Credit Agreement and under each agreement and document entered into in connection therewith.


3. The Commitment Schedule (Facility II Credit Agreement) contained as Schedule I-2 to the Addendum is hereby deleted and the Commitment Schedule (Facility II Credit Agreement) attached as EXHIBIT A to this Amendment is substituted therefor.


4. The Schedule of Addresses contained as Schedule II to the Addendum is hereby deleted and the Schedule of Addresses attached as EXHIBIT B to this Amendment is substituted therefor.


5. This Amendment shall become effective as of the date hereof, provided that the Administrative Agent shall have received by such date the following items:


(A) A copy of this Amendment executed by each of the Companies, each of
the Lenders, and the Administrative Agent (whether such parties shall have
signed the same or different copies);
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