Attached files
file | filename |
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8-K - 8-K - FRANKLIN CREDIT HOLDING CORP/DE/ | c18072e8vk.htm |
EX-10.5 - EXHIBIT 10.5 - FRANKLIN CREDIT HOLDING CORP/DE/ | c18072exv10w5.htm |
EX-10.1 - EXHIBIT 10.1 - FRANKLIN CREDIT HOLDING CORP/DE/ | c18072exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - FRANKLIN CREDIT HOLDING CORP/DE/ | c18072exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - FRANKLIN CREDIT HOLDING CORP/DE/ | c18072exv10w3.htm |
DISCHARGE OF LIMITED RECOURSE GUARANTY
FRANKLIN CREDIT HOLDING CORPORATION
FRANKLIN CREDIT HOLDING CORPORATION
WHEREAS, FRANKLIN CREDIT HOLDING CORPORATION (Holding), entered into a Limited Recourse
Guaranty dated March 31, 2009 (the Guaranty), with THE HUNTINGTON NATIONAL BANK, as
administrative agent (in such capacity, the Administrative Agent) for the Lenders defined below,
pursuant to which Holding guaranteed, on a limited recourse basis, the payment of the obligations
of Franklin Credit Asset Corporation, Tribeca Lending Corp. and their Subsidiaries as borrowers
(collectively the Borrowers), under a certain Amended and Restated Credit Agreement by and among
the Borrowers, the financial institutions party thereto from time to time as lenders (collectively,
the Lenders), and the Administrative Agent, dated as of March 31, 2009, as amended, restated,
supplemented and otherwise modified from time to time prior to the date hereof, the Credit
Agreement, and various promissory notes executed in connection with the Credit Agreement;
WHEREAS, in connection with the Credit Agreement, Holding executed and delivered a certain a
certain Amended and Restated Pledge Agreement, as amended prior to the date hereof by a certain
First Amendment to Amended and Restated Pledge Agreement dated September 22, 2010 (as so amended,
the Pledge Agreement) in favor of Administrative Agent; and
WHEREAS, the Borrowers have requested that the Administrative Agent discharge the Guaranty,
and the Administrative Agent, with the consent of the requisite Lenders under the Credit Agreement,
is willing to do so as long as Holding reaffirms each warranty, representation, covenant and
agreement contained in, and its obligations under, a Pledge Agreement (other than as it relates to
the Guaranty).
NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises contained
herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound, the parties hereto for themselves and their successors and assigns do hereby agree,
represent and warrant as follows:
1. The Administrative Agent does hereby release, cancel and discharge Holding from all of its
duties and obligations to the Administrative Agent and the Lenders under the Guaranty, and the
Guaranty is hereby released, cancelled and discharged.
2. Except as any warranty, representation, covenant and agreement relates to the continuing
enforceability of the Guaranty, Holding hereby (i) reaffirms each warranty, representation,
covenant and agreement made by Holding to the Administrative Agent and the Lenders in the Pledge
Agreement, and (ii) agrees that its rights and obligations shall be continuing as provided in the
Pledge Agreement and that the Pledge Agreement shall remain as written originally and continue in
full force and effect in all respects.
IN WITNESS WHEREOF, each of the Administrative Agent and Holding have caused this instrument
to be executed and delivered by its duly authorized officer as of the
23rd
day of May, 2011.
THE HUNTINGTON NATIONAL BANK, as Administrative Agent |
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By: | /s/ David L. Abshier | |||
David L. Abshier, Senior Vice President | ||||
FRANKLIN CREDIT HOLDING CORPORATION |
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By: | /s/ Thomas J. Axon | |||
Thomas J. Axon, President |
Signature Page to Discharge of Limited Recourse Guaranty