Exhibit 10.1
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED
WAREHOUSING CREDIT AND SECURITY AGREEMENT
This Fifth Amendment to Third Amended and Restated Warehousing Credit and
Security Agreement (this "Amendment"), is entered into effective as of the 18th
day of June, 2004, by and among SIRVA MORTGAGE, INC., an Ohio corporation f/k/a
Cooperative Mortgage Services, Inc. ("Company"), WASHINGTON MUTUAL BANK, FA, a
federal association, in its capacity as one of the Lenders and Agent for the
Lenders ("Agent"), NATIONAL CITY BANK OF KENTUCKY, in its capacity as one of the
Lenders and Documentation Agent for the Lenders and the lenders ("Lenders")
party to the Credit Agreement, as defined below.
SECTION 1.
RECITALS.
COMPANY, AGENT,
DOCUMENTATION AGENT, AND LENDERS ENTERED INTO THAT CERTAIN THIRD AMENDED AND
RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT DATED SEPTEMBER 30, 2002,
(THE "CREDIT AGREEMENT") FOR THE PURPOSES AND CONSIDERATION THEREIN EXPRESSED.
COMPANY, AGENT, DOCUMENTATION AGENT, AND THE LENDERS DESIRE TO MAKE CERTAIN
AMENDMENTS TO THE CREDIT AGREEMENT AS MORE PARTICULARLY SET FORTH HEREIN.
THEREFORE, COMPANY, AGENT, DOCUMENTATION AGENT, AND THE LENDERS HEREBY AGREE AS
FOLLOWS, INTENDING TO BE LEGALLY BOUND:
SECTION 2.
DEFINITIONS AND
REFERENCES.
UNLESS THE CONTEXT OTHERWISE REQUIRES OR UNLESS OTHERWISE EXPRESSLY
DEFINED HEREIN, THE TERMS IN THE CREDIT AGREEMENT SHALL HAVE THE SAME MEANINGS
WHENEVER USED IN THIS AMENDMENT.
SECTION 3.
AMENDMENTS.
THE CREDIT
AGREEMENT IS HEREBY AMENDED, AS FOLLOWS:
(A)
THE FOLLOWING DEFINITIONS ARE HEREBY
AMENDED AND/OR ADDED IN SECTION 1.1 OF THE CREDIT AGREEMENT AS FOLLOWS:
"Commitment" means the commitment of the Lenders to make Advances hereunder in
an aggregate principal amount at any time outstanding that shall not exceed
EIGHTY MILLION AND NO/100 DOLLARS ($80,000,000.00) ("Aggregate Commitment
Amount"), provided, however, that no Lender's portion of such Advances may ever
exceed its Commitment Amount.
"Credit A Mortgage Loan" means a FHA Loan, VA Loan, Conventional Mortgage Loan,
a Jumbo Loan, or a Super Jumbo Loan.
"Jumbo Loan" means a Single-family Mortgage Loan whose original principal amount
is more than $650,000.00 but not more than $1,000,000.00.
"Super Jumbo Loan" means a Single-family Mortgage Loan whose original principal
amount is more than $1,000,000.00; provided, however, if such Mortgage Loan will
be included in Collateral, Agent has approved such Mortgage Loan prior to its
pledge.
"Termination Date" means June 1, 2005 or such earlier date upon which Lenders'
obligation to fund shall be terminated pursuant to the terms of this Agreement.
(B)
SECTIONS 2.1(B) (3), (4), AND (5) OF THE
CREDIT AGREEMENT ARE DELETED IN THEIR ENTIRETY, AND THE FOLLOWING IS SUBSTITUTED
IN LIEU THEREOF FOR ALL PURPOSES:
"(3)
The aggregate amount of Advances against Aged
Mortgage Loans outstanding at any one time shall not exceed ONE MILLION AND
NO/100 DOLLARS ($1,000,000.00).
(4)
The aggregate amount of Advances against
HELOC Mortgage Loans outstanding at any one time shall not exceed THREE MILLION
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000.00).
(5)
The aggregate amount of Advances against
Repurchased Mortgage Loans outstanding at any one time shall not exceed ONE
MILLION AND NO/100 DOLLARS ($1,000,000.00)."
(C)