Exhibit 10.4



 



EXHIBIT 10.4



3/03 AMENDMENT



(the tenth amendment)


dated as of March 29, 2003



to


REPURCHASE FINANCING AGREEMENT



dated as of October 9, 1996


among



ASSOCIATES FUNDING, INC.



(“Borrower”)


RYLAND MORTGAGE COMPANY



(“Guarantor”)


JPMORGAN CHASE BANK



(“Chase”), as Agent (“Agent”)


and



CERTAIN LENDERS



$25,000,000 (originally $100,000,000) Revolving Credit Facility



 






 





INDEX




	 	 	 	 	 
	3/03 Amendment	 	 	
1	 
	Agent	 	 	
1	 
	Borrower	 	 	
1	 
	Companies	 	 	
1	 
	Guarantor	 	 	
1	 
	JPMorgan Chase	 	 	
1	 
	Lenders	 	 	
1	 
	Loan Agreement	 	 	
1	 
	Stated Termination Date	 	 	
1	 



 






 



TABLE OF CONTENTS




	 	 	 	 	 
	Preamble	 	 	
1	 
	Recitals	 	 	
1	 
	Amendments	 	 	
1	 
	1. Amendment of Section 1.1.	 	 	
1	 
	2. Conditions Precedent	 	 	
2	 
	3. Representations and Warranties	 	 	
2	 
	4. Ratification	 	 	
2	 
	5. Miscellaneous	 	 	
2	 



 






 



3/03 AMENDMENT TO



REPURCHASE FINANCING AGREEMENT



Preamble



     THIS 3/03 AMENDMENT TO REPURCHASE FINANCING AGREEMENT (the “3/03
Amendment”) entered into as of March 29, 2003, among ASSOCIATES FUNDING, INC.,
a Delaware corporation (“Borrower”), RYLAND MORTGAGE COMPANY, an Ohio
corporation (“Guarantor”), JPMORGAN CHASE BANK (“JPMorgan Chase”), a New York
banking corporation, formerly known as The Chase Manhattan Bank and successor
by merger to Chase Bank of Texas, National Association, a national banking
association formerly named Texas Commerce Bank National Association, as a
lender and as agent for the lenders from time to time party thereto (in that
capacity, the “Agent”), and JPMorgan Chase, as currently the only lender party
to the Loan Agreement (defined below) to amend (for the tenth time) the Loan
Agreement, recites and provides as follows:



Recitals



     Borrower and Guarantor (the “Companies”) and JPMorgan Chase, as Agent and
the only lender (the lenders thereunder being called the “Lenders”), are party
to the Repurchase Financing Agreement dated as of October 9, 1996 (as amended
through the date of this amendment, the “Loan Agreement”) providing for
revolving credit loans of (originally) up to $100 million of principal lent and
outstanding on any day during the term of the Loan Agreement, and previously
amended to, among other things, reduce such limit to $35 million, subsequently
(by the 9/00 Amendment to Repurchase Financing Agreement dated as of September
1, 2000) to increase it back up to $45 million and then (by the 3/02 Amendment
to Repurchase Financing Agreement dated as of March 29, 2002 to again reduce it
to $35 million. Terms defined in the Loan Agreement have the same meanings
when used, unless otherwise defined, in this amendment. This amendment is for
the purposes of (i) decreasing such limit to $25 million and (ii) extending the
Stated Termination Date to March 31, 2004. Accordingly, for valuable and
acknowledged consideration, the parties to this amendment agree as follows (in
the event of any conflict or inconsistency between these recitals and the
following agreements, the latter shall govern and control):



Amendments




1. Amendment of Section 1.1.



     Section 1.1 is amended by adding the following new definition, in
alphabetical order:



		
	 	     “3/03 Amendment” means the 3/03 Amendment to Repurchase
Financing Agreement dated as of March 29, 2003, executed by the
parties hereto and amending this Agreement (for the tenth time).




     Section 1.1 is further amended by amending the following definitions to
henceforth read as follows:



		
	 	     “Stated Termination Date” means March 31, 2004.



     And Schedule 1.1(a) (first referred to in the Loan Agreement in the
definition of “Commitment” in Section 1.1 and last updated by the 3/02
Amendment to Repurchase Financing Agreement dated as of March 29, 2002)
is amended in its entirety to


1






 


henceforth read as does Schedule 3/03-1.1(a) attached to this
amendment and hereby made a part hereof.



2. Conditions Precedent.



     The Companies agree to forthwith deliver to the Agent: (a) counterparts
of this amendment executed by all of the parties named below, (b) for any
officer of either Company signing below on behalf of that Company but not
included in certificates of incumbency for that Company delivered to the Agent
before this amendment, a certificate of the secretary or assistant secretary of
that Company about the due incumbency of that officer, and (c) if the Agent
reasonably requires, resolutions of the directors of any Company authorizing
this amendment certified as accurate and complete by the secretary or assistant
secretary of the appropriate Company. This amendment shall become effective as
of the effective date of this amendment upon execution of this amendment by the
Borrower and the Agent.



3. Representations and Warranties.



     The Companies jointly and severally represent and warrant to Agent and
Lenders that, as of the date of this amendment and on the date of its execution
(a) the representations and warranties in the Loan Papers are true and correct
in all material respects except to the extent that (i) a representation or
warranty speaks to a specific date or (ii) the facts on which a representation
or warranty is based have changed by transactions or conditions contemplated or
permitted by the Loan Papers, and (b) no Default or Potential Default exists.



4. Ratification.



     The Companies ratify and confirm (a) all provisions of the Loan Papers as
amended by this amendment and (b) that all guaranties, assurances and Liens
granted, conveyed, or assigned to Agent or Lenders under the Loan Papers —
including, but not limited to, the unconditional and irrevocable guaranty by
the Guarantor of (i) the prompt payment of the Obligation at maturity, by
acceleration or otherwise, and at all times after maturity in accordance with
the Loan Papers, and (ii) the prompt performance of and compliance with every
term, covenant, and condition of the Loan Papers when due, all as stated in
Section 4.1 of the Loan Agreement — as they may have been revised, extended,
and amended, continue to guarantee, assure and secure the full payment and
performance of the Obligation (including, without limitation, all amounts
evidenced now or in the future by any note delivered under this amendment).


     In addition and without limiting the generality of the foregoing (and
without establishing or implying any requirement for any future republication
or reconfirmation thereof, the parties agreeing that there is and shall be no
such requirement), Guarantor hereby specifically republishes and reconfirms its
letter agreement with the Lender dated September 27, 2001, an unsigned copy of
which is attached as Exhibit 3/03-1 hereto and hereby made a part hereof.



5. Miscellaneous.



     All references in the Loan Papers to the “Loan Agreement” are to the Loan
Agreement as heretofore amended and as amended by this amendment. This
amendment is a “Loan Paper” referred to in the Loan Agreement, and the
provisions relating to Loan Papers in the Loan Agreement are incorporated in
this amendment by reference. Except as specifically amended and modified in
this amendment, the Loan Agreement is unchanged and continues in full force and
effect. This amendment may be executed in any number of counterparts with the
same effect as if all signatories had signed the same document. All
counterparts must be construed together to constitute one and the same
instrument. This amendment binds and benefits the


2






 


Companies, Agent, Lenders and their respective successors and permitted
assigns. THIS AMENDMENT AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


     The remainder of this page is intentionally blank; counterpart signature pages
follow.


3






 


     EXECUTED as of the day and year first stated above.

	 	 	 
	ASSOCIATES FUNDING, INC.	 	 RYLAND MORTGAGE COMPANY





	 	 	 	 	 	 	 
	By:


(Name)

(Title)	 	
/s/ Susan M. Cass



Susan M. Cass

Senior Vice President

and Chief Financial Officer
	 	By:


(Name)

(Title)
	 	/s/ Susan M. Cass



Susan M. Cass

Senior Vice President

and Chief Financial Officer



JPMORGAN CHASE BANK, as Agent and as a Lender




	 	 	 
	By:


(Name)

(Title)	 	
/s/ Cynthia E. Crites


Cynthia E. Crites

Senior Vice President



Counterpart signature page to 3/03 Amendment to Repurchase Financing Agreement among Associates Funding,



Inc., Ryland Mortgage Company and JPMorgan Chase Bank


 






 


SCHEDULE 3/03-1.1(a)



LENDERS AND COMMITMENTS




	 	 	 	 	 
	Name of Lender	 	Commitment
	
	 	

	JPMorgan Chase Bank
	 	$	25,000,000	 
	707 Travis, 6th Floor North

Houston, TX 77002

Attention: Cynthia E. Crites, Vice President

Fed Tax ID No. 13-4994650

Tel (713) 216-4425

Fax (713) 216-1567	 	 	 	 



 






 



EXHIBIT 3/03-1



THE CHASE MANHATTAN BANK



717 Travis, 6th Floor North

Houston, Texas 77002


September 27, 2001



Ryland Mortgage Company

6300 Canoga, 14th Floor

Woodland Hills, California 91367


Attention: Ms. Susan Cass, Chief Financial Officer




	
	Re:   Repurchase Financing Agreement dated as of October 9, 1996
(as heretofore amended eight times, the “Loan Agreement”) among
Associates Funding, Inc., Ryland Mortgage Company (“Ryland”) and
The Chase Manhattan Bank (successor by merger to Texas Commerce
Bank National Association which was renamed Chase Bank of Texas,
National Association before such merger)



Ladies and Gentlemen:



     1.     Negative Covenant. Section 8.3 of the Loan Agreement prohibits Ryland
from making any loan, advance, extension of credit or capital contribution to,
making any investment in, or purchasing or committing to purchase any stock or
other securities or evidences of Debt of, or interests in, any other Person
other than Permitted Loans/Investments, which are defined in the Loan Agreement
as those loans and investments that are listed on Schedule 8.3 to the Loan
Agreement, item 2 of which list of Permitted Loans/Investments is “Permitted
Loans and Investments of Guarantor under the Existing Loan Agreement,” which
are those loans and investments that are listed on Schedule 8.3 to the Restated
Credit Agreement dated June 16, 1995 between Ryland, as borrower, Bank One,
Texas, N.A., as Agent, and certain lenders, as amended (the “Existing Loan
Agreement”). This Bank and Ryland intend that Schedule 8.3 to the Loan
Agreement and Schedule 8.3 to the Existing Loan Agreement be read together to
determine what loans, advances, extensions of credit or capital advances are
permitted by the Loan Agreement (copies of both Schedule 8.3 to the Loan
Agreement and Schedule 8.3 to the Existing Loan Agreement are attached hereto,
as Exhibits 1 and 2, respectively, to facilitate that). Ryland has requested
that, for purposes of the Loan Agreement, this Bank agree that henceforth, in
determining whether Ryland is in compliance with item 10 of the Existing Loan
Agreement’s list of Permitted Loans and Investments, which reads substantially
as follows (modified as indicated by brackets to clarify its intended meaning
in the present context):






10.   Loans or advances by [Ryland] to Ryland Group in the
management of its cash so long as (a)(i) they are not made at a
time when (and do not cause) a Default, or any default by Ryland
Group exists, in respect of any of [Ryland’s] material debt, and
(ii) the total of those loans and advances never (without the
prior approval of [The Chase Manhattan Bank]) exceeds the lesser
of either 50% of [Ryland’s] Net Worth or $7,500,000 or (b) [they
are] otherwise approved by [The Chase Manhattan Bank]
in writing;







the short term payment obligations of Ryland Group to Ryland that result
from Countrywide’s making single payments on the last two business days
of a quarter to Ryland Group under Countrywide’s Early Purchase Program
of amounts that are owed by


 






 


Ms. Susan Cass

September 27, 2001

Page 3


Countrywide part to Ryland and part to Ryland Group, be disregarded in
determining the sum of loans or advances by Ryland to Ryland Group
outstanding from time to time (specifically, to test for compliance with
clause (a)(ii) of the above-quoted item 10.)


     Please sign and return a copy of this letter to this Bank to
confirm our agreements as stated in clauses (a) and (b) of the second
sentence of this Part 0 of this letter.


     2.     Financial Covenants. Section 9.3 of the Loan Agreement states that the
Guarantor (Ryland) must comply in all respects with the financial covenants
applicable to it as set forth in Section 9 of the Existing Loan Agreement, to
the same effect as if they were set forth in the Loan Agreement.


     Please sign and return a copy of this letter to this Bank also to
confirm that such provision remains applicable, even though the Existing
Loan Agreement has been terminated, and that the referenced financial
covenants with which Ryland continues to be obligated to comply pursuant
to Section 9.3 of the Loan Agreement are the following:



	•	 	Ryland’s Net Worth may not be less than $15 million at the end of
any quarter in Ryland’s fiscal year.
	 
	•	 	The ratio of Ryland’s Total Liabilities to Ryland’s Tangible Net
Worth may not exceed 13.5 to 1.0 at the end of any quarter in Ryland’s
fiscal year.
	 
	•	 	The sum of Ryland’s net income (excluding any recognized non-cash
income) or loss plus (to the extent deducted in calculating that net
income or loss) amortization, depreciation and other noncash charges (on
a consolidated basis) may never be less than $1.00 at the end of any of
Ryland’s fiscal quarters for the four fiscal quarter periods then ended.



As used above:




	•	 	“Net Worth” means, on a consolidated basis and at anytime, Ryland’s
stockholders’ equity reflected on its balance sheet.
	 
	•	 	“Total Liabilities” means, for Ryland, on a consolidated basis, and at
any time, all amounts that should be reflected as a liability on
Ryland’s balance sheet. The consolidated repurchase and consolidated
reverse repurchase obligations of Ryland and its affiliates under
Repurchase Agreements in connection with the sale of, and secured by,
Mortgage Securities, may be excluded from Total Liabilities.
	 
	•	 	“Mortgage Securities” means (a) participation certificates
representing undivided interests in first lien residential mortgage
loans purchased by the Federal Home Loan Mortgage Corporation under
the Emergency Home Finance Act of 1970, (b) modified pass through
mortgage backed certificates guaranteed by the Federal National
Mortgage Association under the National Housing Act, (c) modified pass
through mortgage backed certificates guaranteed by the Government
National Mortgage Association under § 306(g) of the National Housing
Act, or (d) any other security issued by an investor that was an
“Approved Investor” under the Existing Loan Agreement or that is
approved by The Chase Manhattan Bank, that is based on or backed by a
pool of mortgage loans providing for pass through payments of
principal and interest.
	 
	•	 	“Tangible Net Worth” means, on a consolidated basis, at any time, and
without duplication, the sum of (a) Ryland’s Net Worth plus (b)
Ryland’s long term debt if its maturity is no earlier than 30 days
after the Stated Termination Date, as defined in the Loan Agreement
and its payment is subordinated to payment of Ryland’s Obligation (as
defined in the Loan Agreement) in form and substance acceptable to The
Chase Manhattan Bank; minus (c) Ryland’s goodwill, including, without
limitation, any



 






 






Ms. Susan Cass

September 27, 2001

Page 4



	 	 
	 	amounts representing the excess of the purchase price for acquired
assets, stock or interests over the book value assigned to them minus
(d) Ryland’s patents, trademarks, service marks, trade names and
copyrights minus (e) Ryland’s other intangible
assets.
	 
	 	     Please call if you have any questions or comments.





	 	 	 
	 	 	
Very truly yours,
	 	 	 
	 	 	
/s/ Cynthia E. Crites


Cynthia E. Crites

Vice President



Agreed:



RYLAND MORTGAGE COMPANY



	 	 
	By:


Name:

Title:

Date:	
/s/ Susan M. Cass


Susan M. Cass

Senior Vice President and Chief Financial Officer

September 27, 2001



 






 



EXHIBIT 1



SCHEDULE 8.3



PERMITTED LOANS/INVESTMENTS




	1.	 	Mortgage-backed securities and related residual interests, acquired by
Borrower in the ordinary course of it business.
	 
	2.	 	Permitted Loans and Investments of Guarantor under the Existing Loan
Agreement.
	 
	3.	 	Mortgage Securities or other mortgage-backed securities issued by any
Subsidiary of Ryland Group that are acquired by Guarantor under its
exercise of call Rights with respect to them.
	 
	4.	 	(a) Investments having a maturity of one year or less in commercial paper
given the highest rating by a nationally recognized credit rating agency,
(b) the United States governmental obligations having maturities of one
year or less, and (c) certificates of deposit, bankers acceptances, and
repurchase agreements issued by a Lender or any other commercial bank that
has combined capital and surplus of at least Two Hundred Fifty Million
Dollars ($250,000,000) and a rating of C or better by Thompson Bank Watch,
Inc.
	 
	5.	 	Eurodollar investments with (a) any Lender or (b) any other financial
institution that has (i) combined capital, surplus, and undivided profits
of at least One Hundred Million Dollars ($100,000,000) and (ii) a Moody’s
Investors Service, Inc., or Standard & Poor’s Corporation commercial paper
rating of at least P-1 or A-1, respectively, or (iii) if it does not have
a commercial paper rating, a bond rating of at least A-1 or A-,
respectively.
	 
	6.	 	Extensions of trade credit and other payables in the ordinary course of
business.
	 
	7.	 	Acquisition of securities or evidences of Debt of others when acquired by
either Company in settlement of accounts receivable or other debts arising
in the ordinary course of business so long as the total of all of those
securities or evidences of debt is not material to the Companies’
financial condition taken as a whole.
	 
	8.	 	Loans or advances to officers or employees (a) of Guarantor or its
Subsidiaries for travel, entertainment, and relocation expense in the
ordinary course of business or (b) of either borrower or Guarantor that
are not in the ordinary course and are never more than a total of Five
Hundred Thousand Dollars ($500,000) outstanding for both Borrower and
Guarantor together.
	 
	9.	 	Loans or advances to Guarantor.



 






 






EXHIBIT 2



SCHEDULE 8.3 TO EXISTING LOAN AGREEMENT



PERMITTED LOANS/INVESTMENTS




	1.	 	Mortgage loans and mortgage-backed securities and related residual
interests, originated or acquired by Borrower in the ordinary course of it
business.
	 
	2.	 	Acquisition by Borrower of the stock or assets of any Person conducting a
mortgage-servicing business.
	 
	3.	 	Mortgage Securities or other mortgage-backed securities issued by any
Subsidiary of Borrower that are acquired by Borrower under its exercise of
call Rights with respect to them.
	 
	4.	 	Investments that (a) are made by Borrower in joint ventures with
homebuilders and realtors for the purpose of originating mortgage loans
and (b) never exceed a total of $5,000,000.
	 
	5.	 	(a) Investments having a maturity of one year or less in commercial paper
given the highest rating by a nationally recognized credit rating agency,
(b) United States governmental obligations having maturities of one year
or less, and (c) certificates of deposit, bankers acceptances, and
repurchase agreements issued by a Lender or any other commercial bank that
has combined capital and surplus of at least $250,000,000 and a rating of
C or better by Thompson Bank Watch, Inc.
	 
	6.	 	Eurodollar investments with (a) any Lender or (b) any other financial
institution that has (i) combined capital, surplus, and undivided profits
of at least $100,000,000 and (ii) a Moody’s Investors Service, Inc., or
Standard & Poor’s Corporation commercial-paper rating of at least P-1 or
A-1, respectively, or (iii) if it does not have a commercial-paper rating,
a bond rating of at least A-1 or A-, respectively.
	 
	7.	 	Extensions of trade credit and other payables in the ordinary course of
business.
	 
	8.	 	Acquisition of securities or evidences of Debt of others when acquired by
Borrower in settlement of accounts receivable or other debts arising in
the ordinary course of business so long as the total of all of those
securities or evidences of debt is not material to the Borrower’s
financial condition taken as a whole.
	 
	9.	 	Loans or advances to officers or employees (a) of Borrower or its
Subsidiaries for travel, entertainment, and relocation expense in the
ordinary course of business or (b) of Borrower that are not in the
ordinary course and are never more than a total of $500,000 outstanding
for Borrower.
	 
	10.	 	Loans or advances by Borrower to Ryland Group in the
management its cash so long as (a) (i) they are not made at a
time when (and do not cause) a Default or any default by Ryland
Group exists in respect of any of its material debt, and (ii)
the total of those loans and advances never (without the prior
written approval by Administrative Agent) exceeds the lesser of
either 50% of Borrower’s Net Worth or $7,500,000 or (b) is
otherwise approved by Administrative Agent in writing.



 






 






ASSOCIATES FUNDING, INC.



OFFICER’S CERTIFICATE



	 	 	 
	
LENDER:
	 	JPMorgan Chase Bank
	 	 	 
	
COMPANY:
	 	Associates Funding, Inc.
	 	 	 
	
DATE:
	 	March 29, 2003



This Certificate is delivered to the Lender under a Repurchase Financing
Agreement dated as of October 9, 1996, as amended by a First Amendment to
Repurchase Financing Agreement dated as of March 31, 1998 (the “3/98
Amendment”), a Second Amendment to Repurchase Financing Agreement dated as of
September 30, 1998 (the “9/98 Amendment”), a Third Amendment to Repurchase
Financing Agreement dated as of December 31, 1998 (the “12/98 Amendment”), a
Fourth Amendment to the Repurchase Financing Agreement dated as of March 31,
1999 (the “3/99 Amendment”), a Fifth Amendment to the Repurchase Financing
Agreement dated as of April 15, 1999 (the “4/99 Amendment”), a Sixth Amendment
to the Repurchase Financing Agreement dated as of March 31, 2000 (the “3/00
Amendment”), a Seventh Amendment to the Repurchase Financing Agreement dated as
of September 1, 2000 (the “9/00 Amendment”), a Eighth Amendment to the
Repurchase Financing Agreement dated as of March 30, 2001 (the “3/01
Amendment”), a Ninth Amendment to the Repurchase Financing Agreement dated as
of March 29, 2002 (the “3/02 Amendment”), and a Tenth Amendment to the
Repurchase Financing Agreement dated as of March 29, 2003 (the “3/03
Amendment”) (all documents collectively referred to as the “Repurchase
Financing Agreement”) between the Company, as Borrower, Ryland Mortgage
Company, as Guarantor, and the Lender, both as Agent and Lender. Unless they
are otherwise defined in the 3/03 Amendment, terms defined in the Repurchase
Financing Agreement have the same meanings here as there.


The undersigned Company officer certifies to the Lender that on the date of
this Certificate:



	 	1.	 	The undersigned is an incumbent officer of the Company
holding the title stated below the undersigned’s signature below.
	 
	 	2.	 	Attached hereto as Annex A is a true and complete copy of the
resolution of the Board of Directors of the Company authorizing the
negotiation and execution of the 3/03 Amendment. There have been no
amendments to the Certificate, Articles of Incorporation or Bylaws
of the Company since October 1, 1996.
	 
	 	3.	 	The Company officers authorized to execute and deliver the
3/03 Amendment are as follows:




	 	 	 	 	 
	NAME	 	
TITLE
	 	SIGNATURE
	
	 	
	 	

	 	 	 	 	 
	Daniel G. Schreiner	 	
President
	 	/s/ Daniel G. Schreiner
	 	 	 	 	

	Susan M. Cass	 	
Senior Vice President and CFO
	 	/s/ Susan M. Cass
	 	 	 	 	





	 	 	 	 	 
	 	 	 	 	 
	 	 	
ASSOCIATES FUNDING, INC.

a Delaware corporation
	 	 	 	 	 
	 	 	
By: 	/s/ Susan M. Cass
	 	 	 	

	 	 	 	 	Susan M. Cass
	 	 	 	
Its: 	Sr. Vice President and CFO



 






 



ANNEX A



ASSOCIATES FUNDING, INC.



CONSENT OF DIRECTORS



THE UNDERSIGNED, being all the directors of Associates Funding, Inc., a
Delaware corporation (the “Corporation”), hereby waive the calling and holding
of a meeting of directors, consent to the following action, and direct that
this consent be filed with the minutes of the proceedings of the Corporation:



	
	     RESOLVED, that the Corporation is hereby authorized to entered
into the Tenth Amendment to Repurchase Financing Agreement dated as
of March 29, 2003 (the “Tenth Amendment”), by and between Ryland
Mortgage Company as Guarantor, the Corporation as Borrower, and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and
successor by merger to Chase Bank of Texas, National Association)
both as Agent and Lender, amending the Repurchase Financing Agreement
between the parties dated October 9, 1996, as amended by a First
Amendment to Repurchase Financing Agreement dated as of March 31,
1998, a Second Amendment to Repurchase Financing Agreement dated as
of September 30, 1998, a Third Amendment to Repurchase Financing
Agreement dated as of December 31, 1998, a Fourth Amendment to the
Repurchase Financing Agreement dated as of March 31, 1999, a Fifth
Amendment to the Repurchase Financing Agreement dated as of April 15,
1999, a Sixth Amendment to the Repurchase Financing Agreement dated
as of March 31, 2000, a Seventh Amendment to the Repurchase Financing
Agreement dated as of September 1, 2000, an Eighth Amendment to the
Repurchase Financing Agreement dated as of March 30, 2001, and a
Ninth Amendment to the Repurchase Financing Agreement dated as of
March 29, 2002 (the Repurchase Financing Agreement and Amendments,
collectively referred to as the “Repurchase Financing Agreement”),
for the purpose of extending the stated Termination Date to March 31,
2004, and confirming and continuing existing agreements between the
parties for accrual and payment of a facility fee, all as more
particularly set forth in the Tenth Amendment.
	 
	     RESOLVED, that officers of the Corporation be and are hereby
authorized, empowered and directed, in the name and on behalf of the
Corporation, to execute, deliver, record and file all agreements,
certificates, documents and other instruments and to take all action
as may be necessary or, in their judgment, desirable and proper in
order to renew and continue the Repurchase Financing Agreement, the
execution and delivery to be conclusive evidence of the approval of
the terms and conditions of such renewal and continuation of the
Repurchase Financing Agreement and the related agreements,
certificates, documents and other instruments, and all related
actions, by the Board of Directors and of the authority of the
officers to execute and deliver such agreements, certificates,
documents and instruments in the form executed and delivered.



DATED: March 29, 2003




	 	 	 
	 	 	
/s/ Susan M. Cass


Susan M. Cass
	 	 	 
	 	 	
/s/ Cathey S. Lowe


Cathey S. Lowe



 






 



RYLAND MORTGAGE COMPANY



OFFICER’S CERTIFICATE



	 	 	 
	
LENDER:
	 	JPMorgan Chase Bank
	 	 	 
	
COMPANY:
	 	Ryland Mortgage Company
	 	 	 
	
DATE:
	 	March 29, 2003



This Certificate is delivered to the Lender under a Repurchase Financing
Agreement dated as of October 9, 1996, as amended by a First Amendment to
Repurchase Financing Agreement dated as of March 31, 1998 (the “3/98
Amendment”), a Second Amendment to Repurchase Financing Agreement dated as of
September 30, 1998 (the “9/98 Amendment”), a Third Amendment to Repurchase
Financing Agreement dated as of December 31, 1998 (the “12/98 Amendment”), a
Fourth Amendment to the Repurchase Financing Agreement dated as of March 31,
1999 (the “3/99 Amendment”), a Fifth Amendment to the Repurchase Financing
Agreement dated as of April 15, 1999 (the “4/99 Amendment”), a Sixth Amendment
to the Repurchase Financing Agreement dated as of March 31, 2000 (the “3/00
Amendment”), a Seventh Amendment to the Repurchase Financing Agreement dated as
of September 1, 2000 (the “9/00 Amendment”), a Eighth Amendment to the
Repurchase Financing Agreement dated as of March 30, 2001 (the “3/01
Amendment”), a Ninth Amendment to the Repurchase Financing Agreement dated as
of March 29, 2002 (the “3/02 Amendment”), and a Tenth Amendment to the
Repurchase Financing Agreement dated as of March 29, 2003 (the “3/03
Amendment”) (all documents collectively referred to as the “Repurchase
Financing Agreement”) between Associates Funding, Inc., as Borrower, the
Company, as Guarantor, and the Lender, both as Agent and Lender. Unless they
are otherwise defined in the 3/03 Amendment, terms defined in the Repurchase
Financing Agreement have the same meanings here as there.


The undersigned Company officer certifies to the Lender that on the date of
this Certificate:




	 	1.	 	The undersigned is an incumbent officer of the Company
holding the title stated below the undersigned’s signature below.
	 
	 	2.	 	Attached hereto as Annex A is a true and complete copy of the
resolution of the Board of Directors of the Company authorizing the
negotiation and execution of the 3/03 Amendment. There have been no
amendments to the Certificate, Articles of Incorporation or Bylaws
of the Company since October 1, 1996, except as set forth in the
attached Annex B.
	 
	 	3.	 	The Company officers authorized to execute and deliver the
3/03 Amendment are as follows:




	 	 	 	 	 
	NAME	 	
TITLE
	 	SIGNATURE
	
	 	
	 	

	 
	Daniel G. Schreiner	 	
President
	 	/s/ Daniel G. Schreiner
	 	 	 	 	

	Susan M. Cass	 	
Senior Vice President and CFO
	 	/s/ Susan M. Cass
	 	 	 	 	

	 	 	 	 	 




	 	 	 	 	 
	 	 	 	 	 
	 	 	
RYLAND MORTGAGE COMPANY,

an Ohio corporation
	 	 	 	 	 
	 	 	
By: 	/s/ Susan M. Cass
	 	 	 	

	 	 	 	 	Susan M. Cass
	 	 	 	
Its: 	Sr. Vice President and CFO



 






 



ANNEX A



RYLAND MORTGAGE COMPANY



CONSENT OF DIRECTORS



THE UNDERSIGNED, being all the directors of Ryland Mortgage Company, an Ohio
corporation (the “Corporation”), hereby waive the calling and holding of a
meeting of directors, consent to the following action, and direct that this
consent be filed with the minutes of the proceedings of the Corporation:



	
	     RESOLVED, that the Corporation is hereby authorized to entered
into the Tenth Amendment to Repurchase Financing Agreement dated as
of March 29, 2003 (the “Tenth Amendment”), by and between the
Corporation as Guarantor, Associates Funding, Inc. as Borrower, and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and
successor by merger to Chase Bank of Texas, National Association)
both as Agent and Lender, amending the Repurchase Financing Agreement
between the parties dated October 9, 1996, as amended by a First
Amendment to Repurchase Financing Agreement dated as of March 31,
1998, a Second Amendment to Repurchase Financing Agreement dated as
of September 30, 1998, a Third Amendment to Repurchase Financing
Agreement dated as of December 31, 1998, a Fourth Amendment to the
Repurchase Financing Agreement dated as of March 31, 1999, a Fifth
Amendment to the Repurchase Financing Agreement dated as of April 15,
1999, a Sixth Amendment to the Repurchase Financing Agreement dated
as of March 31, 2000, a Seventh Amendment to the Repurchase Financing
Agreement dated as of September 1, 2000, an Eighth Amendment to the
Repurchase Financing Agreement dated as of March 30, 2001, and a
Ninth Amendment to the Repurchase Financing Agreement dated as of
March 29, 2002 (the Repurchase Financing Agreement and Amendments,
collectively referred to as the “Repurchase Financing Agreement”),
for the purpose of extending the stated Termination Date to March 31,
2004, and confirming and continuing existing agreements between the
parties for accrual and payment of a facility fee, all as more
particularly set forth in the Tenth Amendment.
	 
	     RESOLVED, that officers of the Corporation be and are hereby
authorized, empowered and directed, in the name and on behalf of the
Corporation, to execute, deliver, record and file all agreements,
certificates, documents and other instruments and to take all action
as may be necessary or, in their judgment, desirable and proper in
order to renew and continue the Repurchase Financing Agreement, the
execution and delivery to be conclusive evidence of the approval of
the terms and conditions of such renewal and continuation of the
Repurchase Financing Agreement and the related agreements,
certificates, documents and other instruments, and all related
actions, by the Board of Directors and of the authority of the
officers to execute and deliver such agreements, certificates,
documents and instruments in the form executed and delivered.



DATED: March 29, 2003




	 	 	 
	 	 	/s/ Daniel G. Schreiner

Daniel G. Schreiner
	 	 	 
	 	 	
/s/ Timothy J. Geckle


Timothy J. Geckle