THIRD AMENDMENT TO
RESTATED LOAN AND SECURITY AGREEMENT
------------------------------------
THIS AMENDMENT is entered into as of December 31, 1997, between
ASSOCIATES MORTGAGE FUNDING CORPORATION, a Delaware corporation
("Associates"), RYLAND MORTGAGE COMPANY, an Ohio corporation ("Xxxxxx"), BANK
ONE, TEXAS, N.A., as Agent ("Agent"), and the Lenders executing this
amendment.
Associates and Xxxxxx (the "Companies"), Agent, and certain lenders are
party to the Restated Loan and Security Agreement (as renewed, extended, and
amended, the "Loan Agreement") dated as of June 16, 1995. This amendment is
for the purpose of, among other things, reducing the Receivables/Working
Capital Sublimit, requiring a mandatory prepayment of Principal Debt (or cash
collateralization of LCs) supported by Servicing Rights or Eligible-Servicing
Portfolios upon the sale or other disposition of same, and deleting the
covenant for minimum Servicing Portfolio and minimum Eligible-Servicing
Portfolio. Accordingly, for adequate and sufficient consideration, the
parties to this amendment agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this amendment
--------------------
(a)terms defined in the Loan Agreement have the same meanings when used in
this amendment and (b) references to "Sections," "Schedules," and "Exhibits"
are to the Loan Agreement's sections, schedules, and exhibits.
2. AMENDMENTS. The Loan Agreement is amended as follows:
----------
(a) Section 1.1 is amended to entirely amend the following terms:
Receivables/Working-Capital Sublimit means $30,000,000.
Servicing Subsidiary means any wholly owned Subsidiary of Xxxxxx
that owns servicing rights in respect of mortgage loans.
(b) Section 3.4 is amended by adding the following clause (g) to the
end of it:
(g) Sale of Servicing. Without limiting the provisions of
-----------------
clause (e) above, Xxxxxx shall:
(i) Make a mandatory prepayment of the Principal Debt of
Receivables Borrowings supported by any Borrowing Base for
Receivables related to any Servicing Rights sold or
otherwise disposed of by Xxxxxx, which prepayment is due
before or concurrent with that sale or disposition; and
(ii) Make a mandatory prepayment of the Principal Debt of
(or, as the case may be, cash collateralize, to the
satisfaction of Agent, the LC Exposure related to) Working-
Capital Credits supported by any Borrowing Base for Working
Capital related to any Eligible-Servicing Portfolio sold or
disposed of by Xxxxxx, which prepayment or cash
collateralization is due before or concurrent with that sale
or disposition.
(c) Section 8.6(a) is amended by deleting the words "subject to
Section 9.5, part of".
(d) Section 9.5 is entirely deleted.
(e) Schedule 1.1(a) and Exhibit C-6 are respectively amended in the
forms of (and each reference in the Loan Papers to that schedule and
that exhibit is now to) the attached Second Amended Schedule 1.1(a) and
Second Amended Exhibit C-6, respectively.
3. CONDITIONS PRECEDENT. Notwithstanding any contrary provision, the
--------------------
foregoing provisions in this amendment are not effective unless (a) the
representations and warranties in this amendment are true and correct and (b)
Agent receives counterparts of this amendment executed by the Companies and
all Lenders.
4. REPRESENTATIONS AND WARRANTIES. To induce Agent and Lenders to enter
------------------------------
into this amendment, 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) each Company has all requisite authority and power to
execute, deliver, perform its obligations under this amendment, which
execution, delivery, and performance have been duly authorized by all
necessary corporate action, require no action by or filing with any
Tribunal, do not violate its corporate charter or bylaw or (except where not a
Material-Adverse Event) violate any Law applicable to it or any material
agreement to which it or its assets are bound, (b) upon execution and delivery
by all parties to it, this amendment will constitute each Company's legal and
binding obligation, enforceable against it in accordance with this document's
terms except as that enforceability may be limited by Debtor Laws and general
principles of equity, (c) all other 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 (d) no Material-
Adverse Event, Default, or Potential Default exists.
5. RATIFICATION. To induce Agent and Lenders to enter into this amendment,
------------
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).
6. EXPENSES. The Companies shall jointly and severally pay all costs,
--------
fees, and expenses paid or incurred only by Agent incident to this amendment,
including, without limitation, the reasonable fees and expenses of only
Agent's counsel in connection with the negotiation, preparation, delivery, and
execution of this amendment and any related documents.
7. 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 and the other loan papers represent the final
agreement between the parties and may not be contradicted by evidence of
prior, contempraneous, or subsequent oral agreements by the parties. There
are no unwritten oral agreements between the parties. This amendment binds
and inures to the Companies, Agent, Lenders, and their respective successors
and permitted assigns.
EXECUTED as of the day and year first stated in this Third Amendment to
Restated Loan and Security Agreement.
ASSOCIATES MORTGAGE FUNDING
CORPORATION XXXXXX MORTGAGE COMPANY
By XXXXX X. XXXXX By XXXXX X. XXXXX
---------------------- --------------------
Xxxxx X. Xxxxx, Treasurer Xxxxx X. Xxxxx, Treasurer
BANK ONE, TEXAS, N.A., a NATIONSBANK OF TEXAS, N.A.,a
Lender and Agent Lender
XXXX X. XXXXXXX XXXXXXX XXXX
By -------------------- By ---------------------
Xxxx X. Xxxxxxx, Vice President Xxxxxxx Xxxx, Assistance
Assistant Vice President
TEXAS COMMERCE BANK NATIONAL BANK OF AMERICA NATIONAL TRUST
ASSOCIATION, a Lender AND SAVINGS ASSOCATION, a
Lender
By XXXXXX X. XXXXXXX By XXXXXX XXXXXX
---------------------- ----------------------
Xxxxxx X. Xxxxxxx, Vice Xxxxxx Xxxxxx, Vice
President President
NBD BANK, a Lender PNC BANK, KENTUCKY, INC., a
Lender
By XXX X. XXXXXXXXX By XXXXX XXXXX
----------------------- ----------------------
Xxx X. Xxxxxxxxx, Vice Xxxxx Xxxxx, Vice President
President
THE FIRST NATIONAL BANK OF GUARANTY FEDERAL BANK, F.S.B.,
MARYLAND, a Lender a Lender
By XXXXX XXXXXXXXXXX By XXXXX X. XXXXX
---------------------- -----------------------
Xxxxx Xxxxxxxxxxx, Vice Xxxxx X. Xxxxx, Assistant Vice
President President
FIRST BANK NATIONAL FIRST UNION NATIONAL BANK OF
ASSOCIATION, a Lender NORTH CAROLINA, a Lender
By XXXX XXXXXXXX By XXXXXXXX XXXXXXXXX
------------------------ ------------------------
Xxxx Xxxxxxxx, Vice President Xxxxxxxx Xxxxxxxxx, Vice
President
SUNTRUST BANK, ATLANTA, a Lender
By XXXXXXXX X. XXXXX
----------------------------------
Xxxxxxxx X. Xxxxx, Vice President
SECOND AMENDED SCHEDULE 1.1(a)
------------------------------
LENDERS AND COMMITMENTS
-----------------------
Name of Lender Warehouse Receivable Total
Commitment / Working
Capital
Commitment
Bank One, Texas, N.A.
Mortgage Finance Group
0000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx, Vice
President
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
$39,900,000 $4,800,000 $44,700,000
NationsBank of Texas, N.A.
Financial Institutions Department
000 Xxxx Xxxxxx, 00xx Xxxxx
XX # XX0-000-00-00
Xxxxxx, XX 00000-0000
Attn: Xxxxxxx Xxxx, Assistant
Vice President
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
39,000,000 4,500,000 $43,500,000
Texas Commerce Bank National
Association
000 Xxxxxx 0xx Xxxxx
00XXXXxxxx00
Xxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxxx, Senior
Vice President
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
39,000,000 4,500,000 $43,500,000
Bank of America NT & SA
Commercial Real Estate Services
Division
Mortgage Warehousing 5134
00000 Xxxxx xx xx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxx Xxxxxx, Vice
President
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
28,200,000 3,225,000 $31,425,000
NBD Bank
One First Xxxxxxxx Xxxxx
Xxxx Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxx X. Xxxxxxxxx, Vice
President
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
21,700,000 2,250,000 $23,950,000
PNC Bank, Kentucky, Inc.
Warehouse Lending
000 Xxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Fed Tax ID No. 000000000
Tel (000) 000-0000
Fax (000) 000-0000 18,600,000 2,175,000 $20,775,000
The First National Bank
of Maryland
00 Xxxxx Xxxxxxx Xxxxxx
Mail Code 101-744
Corporate Banking Division,
00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxxx, Vice
President
Fed Tax ID No. 000000000
Tel (000) 000-0000
Fax (000) 000-0000
17,300,000 2,025,000 $19,325,000
Guaranty Federal Bank, F.S.B.
0000 Xxxxxxx Xxx., 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx, Assistant
Vice President
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000 17,300,000 2,025,000 $19,325,000
First Bank National Association
Mortgage Banking Services
First Bank Place/MPFP0801
000 Xxxxxx Xxx. Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxxxxx, Vice
President
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
13,000,000 1,500,000 $14,500,000
First Union National Bank of
North Carolina
Capital Markets
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxxxxxx Xxxxxxxxx, Vice
President
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
13,000,000 1,500,000 $14,500,000
SunTrust Bank, Atlanta
Mail Code 118, 26th Floor
00 Xxxx Xxxxx, X.X.
Xxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxx, Vice
President
Fed Tax ID No. 000000000
Tel (000) 000-0000
Fax (000) 000-0000 13,000,000 1,500,000 $14,500,000
Total $260,000,000 $30,000,000 $290,000,000
SECOND AMENDED EXHIBIT C-6
--------------------------
COMPLIANCE CERTIFICATE
--------------------------
AGENT: Bank One, Texas, N.A. DATE: , 19
-------------------- ---
ASSOCIATES: Associates Mortgage Funding Corporation
XXXXXX: Xxxxxx Mortgage Company
SUBJECT PERIOD: ended . 19
----------------- ---------------------- --
This certificate is delivered under the Restated Loan and Security Agreement
(as renewed, extended, and amended, the "Loan Agreement") dated as of June 16,
1995, between Associates, Xxxxxx, Agent, and certain lenders. Terms defined
in the Loan Agreement have the same meanings when used (unless otherwise
defined) in this certificate.
Solely on behalf of the Company for which each undersigned officer has
executed this certificate, that undersigned officer certifies to Agent and
Lenders, that on the date of this certificate:
1. That undersigned officer is the officer of that Company designated
below.
2. That Company's consolidated Financial Statements that are attached to
this certificate were prepared in accordance with GAAP and present fairly that
Company's consolidated financial position and results of operations as of --
and for the one, two, or three quarters of fiscal year, as the case may be,
ending on --- the last day of the Subject Period.
3. That undersigned officer supervised a review of that Company's
activities during the Subject Period in respect of the following matters and
has determined the following: (a) To that undersigned officer's best
knowledge, 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, that Company's representations and warranties in Section 6 of
the Loan Agreement are true and correct in all material respects, other than
for the changes, if any, described on the attached Schedule 1; (b) that
Company has complied with all of its obligations under the Loan Papers, other
than for the deviations, if any, described on the attached Schedule 1; (c) no
Default or Potential Default exists or is imminent, other than those, if any,
described on the attached Schedule 1; and (d) that Company's compliance with
the financial covenants in Section 9 of the Loan Agreement is accurately
calculated on the attached Schedule 1.
I -
(Name) (Name)
--------------------- ----------------------
(Title) (Title)
--------------------- ----------------------
SCHEDULE 1
----------
A. Describe deviations from compliance with obligations, if any ---
clause 3(b) of attached Compliance Certificate --- if none, so state:
B. Describe Potential Defaults or Defaults, if any ---clause 3(c) of the
attached Compliance Certificate --- if none, so state:
C. Calculate compliance with covenants in Section 9 at end of Subject
Period (on a consolidated basis) --- clause 3(d) of the attached Compliance
Certificate:
Covenant At End of
-------- Subject Period
--------------
1. Associates' Stockholders' Equity -
9.1(a) (quarterly)
(a) Actual $
(b) Minimum $1,000,000
2. Xxxxxx'x Adjusted-Net Worth ---
9.1(a) (quarterly)
(a) Stockholder's equity $
(b) Minimum $30,000,000
3. Xxxxxx'x Adjusted-Tangible-Net
Worth --- 9.1(c) (quarterly)
(a) Subordinated long-term Debt $
maturing no earlier than 30 days after the
Stated-Termination Date
(b) Greater of either (i) 90% of $
Appraised Value of Eligible-Servicing
Portfolio or (ii) 1% of Eligible-Servicing
Portfolio, as applicable
c Net-book-value of Servicing Rights $
(d) Goodwill, etc. $
(e) Patents, etc. $
(f) Other intangibles $
(g) Actual -- Line 2(c) plus Lines 3(a)
and 3(b) minus Lines 3(c) through 3(f) $
(h) Minimum $40,000,000
4. Xxxxxx'x Leverage Ratio --- 9.2
(quarterly)
(a) Total liabilities $
(b) Repurchase obligations permitted to
be excluded $
c Line 4(a) minus Line 4(b) $
(d) Actual --- Ratio of Line 4(c) to
Line 3(g) _____ to _____
(e) Maximum 8.0 to 1.0
5. Associates' Net Income --- 9.3
(annually)
(a) Actual $
(b) Minimum $1.00
6. Xxxxxx'x Cash Flow -- 9.4 (rolling
4 quarters)
(a) Net income (exclude reported non-
cash income) or loss $
(b) Amortization $
c Depreciation $
(d) Other noncash charges $
(e) Actual --- Total of Lines 6(a)
through 6(d) $
(f) Minimum $1.00
