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EXHIBIT 10
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is
made and entered into as of this ___ day of July, 1998 by and among UNITED
COMPANIES FINANCIAL CORPORATION, a corporation organized under the laws of
Louisiana (the "Borrower"), FIRST UNION NATIONAL BANK (formerly known as First
Union National Bank of North Carolina) ("First Union") and CREDIT SUISSE FIRST
BOSTON (together with First Union the "Increasing Lenders") and First Union, in
its capacity as Agent for the Lenders referred to below (the "Agent").
Statement of Purpose
Pursuant to the Credit Agreement dated as of April 10, 1997, by and
among the Borrower, the lenders who are or may become party thereto (the
"Lenders") and the Agent (as amended, restated or otherwise modified, the
"Credit Agreement"), the Lenders agreed to extend certain credit facilities to
the Borrower.
The parties hereto now desire to amend the Credit Agreement in order to
increase the Aggregate Commitment from $800,000,000 to $850,000,000 and to
reflect the revised Commitments of the Lenders on the terms and conditions set
forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Effect of Amendment. Except as expressly amended hereby, the Credit
Agreement and Loan Documents shall be and remain in full force and effect.
2. Capitalized Terms. All capitalized undefined terms used in this
First Amendment shall have the meanings assigned thereto in the Credit
Agreement.
3. Modification of Credit Agreement. The Credit Agreement is hereby
modified as follows:
(a) Section 1.1 is hereby modified to delete the definition of
"Aggregate Commitment" therein and to insert the following in lieu thereof:
"Aggregate Commitment" means the aggregate amount of the Lenders'
Commitments hereunder, as such amount may be reduced, increased or
modified at any time or from time to time pursuant to the terms hereof.
Beginning on the First Amendment Closing Date, the Aggregate Commitment
shall be EIGHT HUNDRED AND FIFTY MILLION DOLLARS ($850,000,000).
(b) Section 1.1 is hereby modified to delete the definition of "Lender"
therein and to insert the following in lieu thereof:
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"'Lender' means each Person executing this Agreement as a Lender set
forth on the signature pages hereto and each Person that hereafter
becomes a party to this Agreement as a Lender pursuant to Section 2.10
or 13.10."
(c) Section 1.1 is hereby modified to add in appropriate alphabetical
order the following defined term:
"First Amendment Closing Date" means July __, 1998."
(d) Schedule 1 shall be deleted in its entirety and Schedule 1 attached
hereto shall be substituted in lieu thereof.
4. Conditions. The effectiveness of the amendments set forth herein
shall be conditioned upon delivery to the Agent of the following items:
(a) Revolving Credit Notes. The Borrower shall issue and
deliver to the Agent, with respect to each of the Increasing Lenders,
in exchange for the Revolving Credit Notes outstanding in favor of such
Increasing Lenders, new Revolving Credit Notes, payable to each such
Increasing Lender in the amount of such Increasing Lender's respective
Commitment as set forth on Schedule 1 attached hereto.
(b) Competitive Bid Notes. The Borrower shall issue and
deliver to the Agent, in exchange for the Competitive Bid Notes
outstanding, new Competitive Bid Notes, payable to each Lender
(including each of the Increasing Lenders) in the amount of the
Aggregate Commitment (as such amount has been increased pursuant to the
terms of this First Amendment).
(c) Officer's Certificate of the Borrower. The Agent shall
have received a certificate from the chief executive officer or chief
financial officer of the Borrower, in form and substance satisfactory
to the Agent, to the effect that to the best knowledge of such officer
all representations and warranties of the Borrower and each Guarantor
contained in the Credit Agreement (as amended by this First Amendment)
and the other Loan Documents are true, correct and complete; that the
Borrower is not in violation of any of the covenants contained in the
Credit Agreement (as amended by this First Amendment) and the other
Loan Documents; that, after giving effect to the transactions
contemplated by this First Amendment, no Default or Event of Default
has occurred and is continuing; and that the Borrower has satisfied
each of the closing conditions to this First Amendment.
(d) Certificate of Secretary of the Borrower. The Agent shall
have received a certificate of the secretary or assistant secretary of
the Borrower certifying that attached thereto is a true and complete
copy of the articles of incorporation or the certificate of
incorporation of the Borrower and all amendments thereto, certified as
of a recent date by the appropriate Governmental Authority in its
jurisdiction of incorporation; that attached thereto is a true and
complete copy of the bylaws of the Borrower, as in effect on the date
of such
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certification; that attached thereto is a true and complete copy of
resolutions duly adopted by the Executive Committee of the Board of
Directors of the Borrower authorizing the borrowings and other
extensions of credit contemplated and the execution, delivery and
performance of this First Amendment and the other Loan Documents to be
executed in connection herewith; and as to the incumbency and
genuineness of the signature of each officer of the Borrower executing
this First Amendment and the other Loan Documents to be executed in
connection herewith.
(e) Certificate of Good Standing. The Agent shall have
received a certificate as of a recent date of the good standing or
existence, as the case may be, of the Borrower under the laws of its
jurisdiction of organization.
(f) Payment of Reallocation Costs. The Borrower shall have
paid all amounts due, if any, under Section 4.9 of the Credit Agreement
arising in connection with the reallocation of the outstanding
Revolving Credit Loans, Commitment Percentages of Swingline Loans and
Commitment Percentages of L/C Obligations pursuant to Section 2.10 of
the Credit Agreement.
(g) Opinion of Counsel. The Agent shall have received a
favorable opinion of counsel to the Borrower addressed to the Agent and
the Lenders with respect to the Borrower, the Loan Documents and such
other matters as the Lenders shall request.
5. Representations and Warranties/No Default. By its execution hereof,
the Borrower hereby certifies that each of the representations and warranties
set forth in the Credit Agreement and the other Loan Documents is true and
correct as of the date hereof as if fully set forth herein and that, as of the
date hereof, no Default or Event of Default has occurred and is continuing.
6. Expenses. The Borrower shall pay all reasonable out-of-pocket
expenses of the Agent in connection with the preparation, execution and delivery
of this First Amendment and the Loan Documents executed in connection herewith.
7. Governing Law. This First Amendment shall be governed by, construed
and enforced in accordance with the laws of the State of New York without
reference to the conflicts or choice of law principles thereof.
8. Counterparts. This First Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the date and year first above written.
[CORPORATE SEAL] UNITED COMPANIES FINANCIAL
CORPORATION
By:
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Name:
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Title:
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FIRST UNION NATIONAL BANK, as Agent and
Increasing Lender
By:
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Name:
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Title:
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CREDIT SUISSE FIRST BOSTON, as Increasing
Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[First Amendment]
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The Guarantors hereby acknowledge and agree to the amendments set forth
in this First Amendment and hereby agree that the Guaranty Agreement remains in
full force and effect.
[CORPORATE SEAL] UNITED COMPANIES LENDING
GROUP, INC.
By:
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Name:
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Title:
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[CORPORATE SEAL] UNITED COMPANIES LENDING
CORPORATION
By:
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Name:
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Title:
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[CORPORATE SEAL] PELICAN MORTGAGE COMPANY,
INC.
By:
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Name:
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Title:
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[CORPORATE SEAL] ADOBE, INC.
By:
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Name:
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Title:
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[CORPORATE SEAL] GINGER MAE, INC.
By:
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Name:
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Title:
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[First Amendment]
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[CORPORATE SEAL] UNICOR MORTGAGE, INC.
By:
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Name:
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Title:
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[CORPORATE SEAL] SOUTHERN MORTGAGE
ACQUISITION, INC.
By:
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Name:
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Title:
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[CORPORATE SEAL] UNITED COMPANIES FUNDING,
INC.
By:
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Name:
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Title:
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[CORPORATE SEAL] GOPHER EQUITY, INC. I
By:
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Name:
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Title:
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[CORPORATE SEAL] UNITED CREDIT CARD, INC.
By:
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Name:
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Title:
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[First Amendment]
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[CORPORATE SEAL] ADOBE FINANCIAL, INC. I
By:
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Name:
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Title:
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[First Amendment]
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SCHEDULE 1: LENDERS AND COMMITMENTS
COMMITMENT
AND COMMITMENT
LENDER PERCENTAGE
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First Union National Bank $90,000,000
Xxx Xxxxx Xxxxx Xxxxxx, XX-0 10.5882353%
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Ms. Xxxxx Israel
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Xxxxxx Guaranty Trust Company of New York $65,000,000
00 Xxxx Xxxxxx, 00xx Xxxxx 7.6470588%
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xx. Xxxxx Hurksinan
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
The Bank of New York $60,000,000
Xxx Xxxx Xxxxxx-00xx Xxxxx 7.0000000%
Mortgage Banking Division
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxxxx
Telephone No: (000) 000-0000
Telecopy No: (000) 000-0000
Credit Suisse First Boston $60,000,000
00 Xxxxxxx Xxxxxx 7.0588235%
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxx Xxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Fleet Bank, N.A. $60,000,000
000 0xx Xxxxxx 7.0588235%
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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NationsBank, N.A. $60,000,000
000 Xxxx Xxxxxx, 31st Floor 7.0588235%
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxx
Telephone No.: 214/000-0000
Telecopy No.: 214/508-0338
Bank One, Louisiana, NA $45,000,000
000 Xxxxxxx Xxxxxxxxx 5.2941176%
Xxxxx Xxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxxx Xxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
The First National Bank of Chicago $45,000,000
One First National Plaza 5.2941176%
00xx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attnention: Xx. Xxxxx XxXxxxxx
Telephone No: (000) 000-0000
Telecopy No: (000) 000-0000
First Bank National Association $45,000,000
000 Xxxxxx Xxxxxx Xxxxx 5.2941176%
MPFP0801
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Guaranty Federal Bank, F.S.B $45,000,000
0000 Xxxxxxx Xxx 0.0000000%
Xxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No: (000) 000-0000
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00
Xxx Xxxx xx Xxxx Xxxxxx $25,000,000
Atlanta Agency 2.9411765%
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
CIBC, Inc. $25,000,000
000 Xxxxxxxxx Xxx,, 0xx Xxxxx 2.9411765%
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Comerica Bank $25,000,000
000 Xxxxxxxx Xxxxxx-XX 0000 2.9411765%
Xxxxxxx, Xxxxxxxx 00000
Attention: Mr. Von X. Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
DG Bank Deutsche GenossenschaftsBank, $25,000,000
Cayman Island Branch 2.9411765%
0 Xxxxxxxxx Xxxxxx, Xxxxx 0000
000 Xxxxxxxxx Xxxxxx XX
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxx Xxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
The Fuji Bank, Limited, Houston Agency $25,000,000
0000 XxXxxxxx, Xxxxx 0000 2.9411765%
Xxxxxxx, Xxxxx 00000
Attention: Mr. Jay Fort
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Hibernia National Bank $25,000,000
000 Xxxxx Xxxxxx 2.9411765%
Xxxxx Xxxxx, Xxxxxxxxx 00000
Attention: Ms. Xxxxx Xxxxx Rack
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
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National City Bank of Kentucky $25,000,000
000 Xxxx Xxxxxx Xxxxxx 2.9411765%
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxx Xxxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
PNC Bank, Kentucky, Inc. $25,000,000
000 Xxxx Xxxxxxxxx Xxxxxx 2.9411765%
Suite 1200
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
SouthTrust Bank of Alabama, N.A. $25,000,000
000 Xxxxx 00xx Xxxxxx 2.9411765%
0xx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxx X. Xxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Union Bank of Switzerland, New York Branch $25,000,000
000 Xxxx Xxxxxx 0.0000000%
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx Xxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Deposit Guaranty National Bank $15,000,000
000 Xxxx Xxxxxxx Xxxxxx 1.7647059%
00xx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Regions Bank of Louisiana $10,000,000
0000 Xxxxx Xxxx, Xxxxx 000 1.1764706%
Xxxxx Xxxxx, XX 00000-0000
Attention: Mr. Brigg X. Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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