LIST OF DOCUMENTS 3/00 (sixth) AMENDMENT (dated March 31, 2000) TO REPURCHASE FINANCING AGREEMENT dated October 9, 1996 among ASSOCIATES FUNDING, INC., RYLAND MORTGAGE COMPANY, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION (formerly named Texas Commerce Bank National Association), as a Lender and as Agent for the other Lenders and certain other Lenders Extends the termination date by 364 days to March 30, 2001. 1. 3/00 Amendment to Repurchase Financing Agreement 2. Officer's Certificate of Associates Funding, Inc. 3. Officer's Certificate of Ryland Mortgage Company 1820 3/00 AMENDMENT (the sixth amendment) dated as of March 31, 2000 to REPURCHASE FINANCING AGREEMENT dated as of October 9, 1996 among ASSOCIATES FUNDING, INC. ("Borrower") RYLAND MORTGAGE COMPANY ("Guarantor") CHASE BANK OF TEXAS, BANK NATIONAL ASSOCIATION ("Chase Texas"), as Agent ("Agent") and CERTAIN LENDERS $35,000,000 (originally $100,000,000) Revolving Credit Facility with $10,000,000 subline for performing mortgage loans formerly securing redeemed bonds [Chase Logo] 19 21 INDEX 3/00 Amendment .................................................1 Agent ..........................................................1 Bloomberg British Bankers Association LIBOR Page ...............1 Borrower .......................................................1 Chase Texas ....................................................1 Companies ......................................................1 Guarantor ......................................................1 Lenders ........................................................1 Loan Agreement .................................................1 Stated Termination Date.........................................2 20 22 TABLE OF CONTENTS A. Amendments............................................................1 B. Conditions Precedent..................................................2 C. Representations and Warranties........................................3 D. Ratification..........................................................3 E. Miscellaneous.........................................................3 21 23 3/00 AMENDMENT TO REPURCHASE FINANCING AGREEMENT Preamble THIS 3/00 AMENDMENT TO REPURCHASE FINANCING AGREEMENT (the "3/00 Amendment") entered into as of March 31, 2000, among ASSOCIATES FUNDING, INC., a Delaware corporation ("Borrower"), RYLAND MORTGAGE COMPANY, an Ohio corporation ("Guarantor"), CHASE BANK OF TEXAS, BANK NATIONAL ASSOCIATION1 ("Chase Texas"), as a lender and as agent for the lenders from time to time party thereto (in that capacity, the "Agent"), and Chase Texas, as currently the only lender party to the Loan Agreement (defined below) to amend (for the sixth time) the Loan Agreement recites and provides as follows: Recitals Borrower and Guarantor (the "Companies") and Chase Texas, 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. 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 extending the Stated Termination Date from March 31, 2000 to March 30, 2001 and updating certain definitions. Accordingly, for valuable and acknowledged consideration, the parties to this amendment agree as follows: A. Amendments. 1. Amendment of Section 1.1. Section 1.1 is amended by adding the following new definitions, in alphabetical order: 3/00 Amendment means the 3/00 Amendment to Repurchase Financing Agreement dated as of March 31, 2000, executed by the parties hereto and amending this Agreement (for the sixth time). Bloomberg British Bankers Association LIBOR Page means the display designated as page "LIBOR" on the Bloomberg British Banks Association rates service or such other internationally recognized service as the Agent shall select from time to time, or such other page, if any, as shall replace the LIBOR page on any such selected service for the purpose of displaying London interbank offered rates of major banks. -------- 1 Before January 20, 1998, Chase Bank of Texas, National Association was named Texas Commerce Bank National Association. 22 24 Section 1.1 is further amended by amending the following definitions to henceforth read as follows: LIBOR means, for any LIBOR Borrowing, the rate of interest per annum that is equal to the rate per annum -- rounded upwards, if necessary, to the nearest basis point (0.01%) -- determined by The Chase Manhattan Bank (which is an Affiliate of Chase Texas) to be the average of the interest rates available to it in accordance with the then-existing practices in the interbank market in London, England at approximately 11:00 a.m. London time for that day for the offering to The Chase Manhattan Bank by leading dealers in such interbank market for delivery on that day of U.S. dollar deposits each for a term and in an amount that are fairly comparable, respectively, to the term of the Interest Period and the amount of that LIBOR Borrowing; provided that if for any reason the Agent cannot determine such rate for any such second Business Day, then LIBOR for that day shall be the rate of interest per annum that is equal to the arithmetic mean of the rates appearing on the Bloomberg British Bankers Association LIBOR page as of 11:00 a.m., London time, on the second Business Day before the first day of the applicable Interest Period for the offering by such institutions as are named therein to prime banks in the Eurodollar interbank market in London, England, for U.S. dollar deposits each for a term and in an amount that are fairly comparable, respectively, to the term of the relevant Interest Period and the amount of the relevant LIBOR Borrowing. The Agent's determination of LIBOR for each day shall be conclusive and binding, absent manifest error. Stated Termination Date means March 30, 2001. 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 3/99 Amendment to Repurchase Financing Agreement dated March 31, 1999) is amended in its entirety to henceforth read as does Schedule 3/00-1.1(a) attached to this amendment and hereby made a part hereof. B. Conditions Precedent. Paragraph 1 above shall not be effective until (a) the Agent receives 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, Agent receives 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, the Agent receives 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. 23 25 C. 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. D. 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, 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). E. Miscellaneous. All references in the Loan Papers to the "Loan Agreement" are to the Loan Agreement 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 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. 24 26 EXECUTED as of the day and year first stated above. ASSOCIATES FUNDING, INC. RYLAND MORTGAGE COMPANY By: /s/ Susan M. Cass By: /s/ Susan M. Cass ------------------------------ ----------------------------- (Name) Susan M. Cass (Name) Susan M. Cass ------------------------------ ----------------------------- (Title) Senior Vice President (Title) Senior Vice President and CFO ------------------------------ ----------------------------- CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Agent and as a Lender By: /s/ Michael W. Nicholson ------------------------------ (Name) Michael W. Nicholson ------------------------------ (Title) Vice President ------------------------------ Unnumbered counterpart signature page to 3/00 Amendment to Repurchase Financing Agreement among Associates Funding, Inc., Ryland Mortgage Company and Chase Bank of Texas, National Association 25 27 SCHEDULE 3/00-1.1(a) -------------------- LENDERS AND COMMITMENTS ----------------------- ================================================== ============================= Name of Lender Commitment -------------------------------------------------- ----------------------------- -------------------------------------------------- ----------------------------- Chase Texas $35,000,000 717 Travis, 6th Floor O6TCBSouth56 Houston, TX 77252-7056 Attention: Michael Nicholson, Vice President Fed Tax ID No. 74-0800980 Tel (713) 216-5335 Fax (713) 216-1567 ================================================== ============================= 26 28 OFFICER'S CERTIFICATE LENDER: Chase Bank of Texas, National Association 1 COMPANY: Associates Funding, Inc. DATE: March 31, 2000 ________________________________________________________________________ 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 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 Repurchase Financing Agreement dated as of March 31, 1999 (the "3/99 Amendment"), a Fifth Amendment to Repurchase Financing Agreement, dated as of April 15, 1999 (the "4/99 Amendment"), and a Sixth Amendment to Repurchase Financing Agreement of even date herewith (the "3/00 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 this request, 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 3/00 Amendment. There have been no amendments to the certificate or articles of incorporation and bylaws of the Company since October 1, 1996. 3. The Company officers authorized to execute and deliver the 3/00 Amendment are as follows: Name Title Signature Susan M. Cass Sr. Vice President and CFO /s/ Susan M. Cass -------------------------------------------------------------------------------- Daniel G. Schreiner President /s/ Daniel G. Schreiner -------------------------------------------------------------------------------- ASSOCIATES FUNDING, INC. By: /s/ Susan M. Cass ----------------------- Name: Susan M. Cass Title: Sr. Vice President and CFO -------- 1 Until January 20, 1998, the Lender was named "Texas Commerce Bank National Association" 27 29 ANNEX A ------- ASSOCIATES FUNDING, INC. Consent of Directors THE UNDERSIGNED, being all the directors of Associates Funding, Inc., a Delaware 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 proceedings of the Corporation: RESOLVED, that Associates Funding, Inc. is hereby authorized to enter into that certain Sixth Amendment to Repurchase Financing Agreement, dated as of March 31, 2000 (the "Sixth Amendment"), by and between Ryland Mortgage Company as Guarantor, Associates Funding, Inc. as Borrower and Chase Bank of Texas, National Association (previously known as Texas Commerce Bank 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 between the parties, dated as of March 31, 1998, a Second Amendment to Repurchase Financing Agreement between the parties, dated as of September 30, 1998 a Third Amendment to Repurchase Financing Agreement between the parties, dated as of December 31, 1998, a Fourth Amendment to Repurchase Financing Agreement between the parties, dated as of March 31, 1999, and a Fifth Amendment to Repurchase Financing Agreement dated as of April 15, 1999 (the Repurchase Financing Agreement and Amendments, collectively referred to as the "Repurchase Financing Agreement"), for the purpose of (i) extending the stated Termination Date, as that term is defined in the Sixth Amendment, to March 30, 2001; and (ii) updating certain other definitions in the Repurchase Financing Agreement, all as more particularly set forth in the Sixth 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 and Amendments, their 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 Amendment 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. /s/ Susan M. Cass ------------------------------------ Susan M. Cass /s/ Bruce N. Haase ------------------------------------ Bruce N. Haase March 31, 2000 28 30 OFFICER'S CERTIFICATE LENDER: Chase Bank of Texas, National Association 1 COMPANY: Ryland Mortgage Company DATE: March 31, 2000 ________________________________________________________________________ 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"), and a Sixth Amendment to the Repurchase Financing Agreement of even date herewith (the "3/00 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 this request, 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 3/00 Amendment. There have been no amendments to the certificate or articles of incorporation and bylaws of the Company since October 1, 1996. 3. The Company officers authorized to execute and deliver the 3/00 Amendment are as follows: Name Title Signature Susan M. Cass Sr. Vice President and CFO /s/ Susan M. Cass -------------------------------------------------------------------------------- Daniel G. Schreiner President /s/ Daniel G. Schreiner -------------------------------------------------------------------------------- ASSOCIATES FUNDING, INC. By: /s/ Susan M. Cass ----------------------- Name: Susan M. Cass Title: Sr. Vice President and CFO 29 31 ANNEX A ------- RYLAND MORTGAGE COMPANY Consent of Directors THE UNDERSIGNED, being all the directors of Ryland Mortgage Company, an Ohio 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 proceedings of the Corporation: RESOLVED, that Ryland Mortgage Company is hereby authorized to enter into the Sixth Amendment to Repurchase Financing Agreement, dated as of March 31, 2000 (the "Sixth Amendment"), by and between Ryland Mortgage Company as Guarantor, Associates Funding, Inc. as Borrower and Chase Bank of Texas, National Association (previously known as Texas Commerce Bank 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 between the parties, dated as of March 31, 1998, a Second Amendment to Repurchase Financing Agreement between the parties, dated as of September 30, 1998, a Third Amendment to Repurchase Financing Agreement between the parties, dated as of December 31, 1998, a Fourth Amendment to Repurchase Financing Agreement between the parties, dated as of March 31, 1999, and a Fifth Amendment to Repurchase Financing Agreement, dated as of April 15, 1999 (the Repurchase Financing Agreement and Amendments, collectively referred to as the "Repurchase Financing Agreement"), for the purpose of (i) extending the stated Termination Date, as that term is defined in the Sixth Amendment, to March 30, 2001; and (ii) updating certain other definitions in the Repurchase Financing Agreement, all as more particularly set forth in the Sixth 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 and Amendment, their 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 Amendment 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. /s/ Timothy J. Geckle ---------------------------------- Timothy J. Geckle /s/ Daniel G. Schreiner ---------------------------------- Daniel G. Schreiner March 31, 2000 30 32 ANNEX A ------- RESOLUTIONS WHEREAS, it is proposed that Ryland Mortgage Company, an Ohio corporation, as Borrower (the "Corporation"), enter into a first amendment to Repurchase Financing Agreement, dated as of March 31, 1998 with Associates Funding, Inc. as a Guarantor ("Associates"), Chase Bank of Texas, National Association (previously known as Texas Commerce Bank National Association) both as Agent ("Agent") and Lender ("Lender") (the "Amendment"), amending the Repurchase Financing Agreement between the parties, dated October 9, 1996 (the "Repurchase Financing Agreement"), providing, among other things, for a sublimit to the Repurchase Financing Agreement to finance up to $20 million dollars from time to time outstanding of the Associate's investments in performing single-family mortgage loans; and WHEREAS, the terms of the proposed amendment and related documents (the "Loan Papers") have been reported to and reviewed by the Corporation's directors; and NOW, THEREFORE, resolved, that the proposed Loan Papers are authorized and approved, and the Corporation's officers are each severally authorized and directed to execute them for the Corporation and in its name, with such changes in the Loan Papers' terms and provisions as the executing officer deems necessary or appropriate and in the Corporation's best interest; and FURTHER RESOLVED, that the Corporation's officers are each severally authorized to take, or cause to be taken, any and all action, for the Corporation and in its name, which may be required for the transactions contemplated by the Loan Papers or which any officer deems necessary or appropriate and in the Corporation's best interest, but attestation of any agreement or document by any officer is not required for its validity; and FURTHER RESOLVED, that all acts, transactions or agreements undertaken before the adoption of these resolutions by any of the officers or representatives of Corporation in its name and for its account with any of the Associates, Agent or Lender in connection with the amendment and Loan Papers are ratified, confirmed and adopted by the Corporation. 31 33