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EXHIBIT 10.19
THIRD AMENDMENT TO
MORTGAGE LOAN WAREHOUSING AGREEMENT
THIRD AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT (the "Amendment"),
dated as of February 4, 1997 by and among EMERGENT MORTGAGE CORP.
("Borrower"), CAROLINA INVESTORS, INC. and EMERGENT GROUP, INC. (each, jointly
and severally, a "Guarantor" and, collectively, the "Guarantors"), FIRST UNION
NATIONAL BANK OF NORTH CAROLINA, COMERICA BANK, FIRST NATIONAL BANK OF BOSTON,
BANK UNITED and BANK ONE TEXAS, N.A. (collectively, the "Lenders"); and FIRST
UNION NATIONAL BANK OF NORTH CAROLINA, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent").
STATEMENT OF PURPOSE
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to a Mortgage Loan Warehousing Agreement dated as of March 6, 1996, as
amended by that certain First Amendment to Mortgage Loan Warehousing Agreement
dated as of April 3, 1996 and by that certain Second Amendment to Mortgage Loan
Warehousing Agreement dated as of September 11, 1996 and as modified by that
certain letter agreement dated as of November 30, 1996 (as so amended and
modified, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as set
forth below; and
WHEREAS, subject to and upon the terms and conditions herein set forth,
the Lenders and the Administrative Agent are willing to continue to make
available to the Borrower the credit facilities provided for in the Credit
Agreement; and
WHEREAS, a specific condition to the willingness of the Lenders and the
Administrative Agent to continue to make available to the Borrower the credit
facilities provided for in the Credit Agreement, is the reaffirmation by each
of the Guarantors of the Guaranty to which such Guarantor is a party; and
WHEREAS, each of the Guarantors will derive a material benefit from the
continued availability to the Borrower of the credit facilities provided for in
the Credit Agreement and therefore each of the Guarantors is willing to
reaffirm the Guaranty to which such Guarantor is a party;
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which are acknowledged by the parties hereto, the parties hereto hereby agree
as follows:
1. All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided to such terms in the Credit Agreement, as
amended hereby.
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2. Amendment to the Credit Agreement.
a. The definition of the term "Maturity Date" contained in Paragraph 11 of
the Credit Agreement is hereby amended by deleting the phrase "the 364th day
following the date of this Agreement" therefrom and substituting the date
"April 4, 1997" in lieu thereof.
3. This Amendment shall become effective as of the date hereof, provided
that the Administrative Agent shall have received by such date the following
items:
a. A copy of this Amendment executed by the Borrower, each of
the Guarantors, each of the Lenders, and the Administrative Agent
(whether such parties shall have signed the same or different
copies);
b. A certificate of even date herewith signed by the
President or any Vice President of the Borrower and attested to by
the Secretary or any Assistant Secretary of the Borrower
certifying that (i) the Articles, Bylaws and resolutions of the
Borrower previously delivered to the Administrative Agent remain
in full force and effect except as provided therein, (ii) the
Borrower remains in good standing, (iii) all representations and
warranties of the Borrower previously made to the Lenders remain
true, complete and accurate, and (iv) no Event of Default or
Potential Default has occurred and is continuing; and
c. Resolutions of the Borrower and of each of the Guarantors
authorizing the execution of this Amendment.
4. This Amendment is limited and, except as set forth herein, shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement, or any other document or instrument entered into in
connection therewith.
5. This Amendment may be executed in any number of counterparts by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which together
shall constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.
6. This Amendment and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the laws of the State of
North Carolina.
7. From and after the date hereof, all references in the Credit Agreement,
and any other document or instrument entered into in connection therewith, to
the Credit Agreement shall be deemed to be references to the Credit Agreement
as amended hereby.
8. The Guarantors join in the execution and delivery of this Amendment to
acknowledge and consent to the terms hereof and hereby reaffirm their
obligations under the
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Guaranties and agree that the Guaranties shall remain in full force and effect
with respect to the Obligations.
9. THE LENDERS, THE ADMINISTRATIVE AGENT, THE GUARANTORS AND THE BORROWER
EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AMENDMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS AND THE ADMINISTRATIVE
AGENT TO ENTER INTO THIS AMENDMENT.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
EMERGENT MORTGAGE CORP., a South Carolina
corporation
By: /s/ Xxxxx X. Xxxx
-----------------------------------------------
Name: Xxxxx X. Xxxx
---------------------------------------------
Title: Vice President & Treasurer
--------------------------------------------
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a
national banking association, as Administrative
Agent and as a Lender
By: /s/ R. Xxxxxx Xxxx
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Name: R. Xxxxxx Xxxx
---------------------------------------------
Title: Vice President
--------------------------------------------
COMERICA BANK, a Michigan banking corporation
By: /s/ N. Xxxxxx Xxxxx
-----------------------------------------------
Name: N. Xxxxxx Xxxxx
---------------------------------------------
Title: Vice President
--------------------------------------------
FIRST NATIONAL BANK OF BOSTON, a national banking
association
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------------------
Name: Xxxxxxx Xxxxxx
---------------------------------------------
Title: Vice President
--------------------------------------------
BANK UNITED, a federal savings bank
By: /s/ Xxxx X. Xxxx
-----------------------------------------------
Name: Xxxx X. Xxxx
---------------------------------------------
Title: Regional Director
--------------------------------------------
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BANK ONE TEXAS, N.A., a national banking
association
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxx X. Xxxxxxx
---------------------------------------------
Title: Vice President
--------------------------------------------
CAROLINA INVESTORS, INC., a South Carolina
corporation, as a Guarantor
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
---------------------------------------------
Title: Vice President & Treasurer
--------------------------------------------
EMERGENT GROUP, INC., a South Carolina
corporation, as a Guarantor
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
---------------------------------------------
Title: Vice President, Treasurer & CFO
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FOURTH AMENDMENT TO
MORTGAGE LOAN WAREHOUSING AGREEMENT
FOURTH AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT (the "Amendment"),
dated as of March 5, 1997 by and among EMERGENT MORTGAGE CORP.
("Borrower"), CAROLINA INVESTORS, INC. and EMERGENT GROUP, INC. (each, jointly
and severally, a "Guarantor" and, collectively, the "Guarantors"), FIRST UNION
NATIONAL BANK OF NORTH CAROLINA, COMERICA BANK, FIRST NATIONAL BANK OF BOSTON,
BANK UNITED and BANK ONE TEXAS, N.A. (collectively, the "Lenders"); and FIRST
UNION NATIONAL BANK OF NORTH CAROLINA, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent").
STATEMENT OF PURPOSE
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to a Mortgage Loan Warehousing Agreement dated as of March 6, 1996, as
amended by that certain First Amendment to Mortgage Loan Warehousing Agreement
dated as of April 3, 1996 and by that certain Second Amendment to Mortgage Loan
Warehousing Agreement dated as of September 11, 1996, as modified by that
certain letter agreement dated as of November 30, 1996, and as amended by that
certain Third Amendment to Mortgage Loan Warehousing Agreement dated as of
February 4, 1997 (as so amended and modified, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as set
forth below; and
WHEREAS, subject to and upon the terms and conditions herein set forth,
the Lenders and the Administrative Agent are willing to continue to make
available to the Borrower the credit facilities provided for in the Credit
Agreement; and
WHEREAS, a specific condition to the willingness of the Lenders and the
Administrative Agent to continue to make available to the Borrower the credit
facilities provided for in the Credit Agreement, is the reaffirmation by each
of the Guarantors of the Guaranty to which such Guarantor is a party; and
WHEREAS, each of the Guarantors will derive a material benefit from the
continued availability to the Borrower of the credit facilities provided for in
the Credit Agreement and therefore each of the Guarantors is willing to
reaffirm the Guaranty to which such Guarantor is a party;
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which are acknowledged by the parties hereto, the parties hereto hereby agree
as follows:
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1. All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided to such terms in the Credit Agreement, as
amended hereby.
2. Amendment to the Credit Agreement.
a. The definition of the term "Aggregate Facility Commitment" contained in
Paragraph 11 of the Credit Agreement is hereby amended by deleting the amount
"$70,000,000" therefrom and substituting the amount "$120,000,000" in lieu
thereof.
b. The Commitment Schedule attached as Schedule III to the Credit
Agreement is hereby deleted in its entirety and the Commitment Schedule
attached as EXHIBIT A hereto is hereby substituted in lieu thereof.
3. The Borrower hereby represents and warrants as of the date hereof that
(i) its parent corporation, Emergent Group, Inc., contributed $5,000,000 in
paid-in-capital to the Borrower during the month of February 1997; (ii) as of
the date hereof, said paid-in-capital has not been withdrawn or distributed and
has been retained in full; and (iii) no portion of said paid-in-capital shall
be withdrawn, distributed or otherwise disbursed so long as any Obligations
remain outstanding.
4. This Amendment shall become effective as of the date hereof, provided
that the Administrative Agent shall have received by such date the following
items:
a. A copy of this Amendment executed by the Borrower, each of
the Guarantors, each of the Lenders, and the Administrative Agent
(whether such parties shall have signed the same or different
copies);
b. A certificate of even date herewith signed by the
President or any Vice President of the Borrower and attested to by
the Secretary or any Assistant Secretary of the Borrower
certifying that (i) the Articles, Bylaws and resolutions of the
Borrower previously delivered to the Administrative Agent remain
in full force and effect except as provided therein, (ii) the
Borrower remains in good standing, (iii) all representations and
warranties of the Borrower previously made to the Lenders remain
true, complete and accurate, and (iv) no Event of Default or
Potential Default has occurred and is continuing; and
c. Resolutions of the Borrower and of each of the Guarantors
authorizing the execution of this Amendment.
5. This Amendment is limited and, except as set forth herein, shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement, or any other document or instrument entered into in
connection therewith.
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6. This Amendment may be executed in any number of counterparts by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which together
shall constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.
7. This Amendment and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the laws of the State of
North Carolina.
8. From and after the date hereof, all references in the Credit Agreement,
and any other document or instrument entered into in connection therewith, to
the Credit Agreement shall be deemed to be references to the Credit Agreement
as amended hereby.
9. The Guarantors join in the execution and delivery of this Amendment to
acknowledge and consent to the terms hereof and hereby reaffirm their
obligations under the Guaranties and agree that the Guaranties shall remain in
full force and effect with respect to the Obligations.
10. THE LENDERS, THE ADMINISTRATIVE AGENT, THE GUARANTORS AND THE BORROWER
EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AMENDMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS AND THE ADMINISTRATIVE
AGENT TO ENTER INTO THIS AMENDMENT.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
EMERGENT MORTGAGE CORP., a South Carolina
corporation
By: /s/ Xxxxx X. Xxxx
-----------------------------------------------
Name: Xxxxx X. Xxxx
---------------------------------------------
Title: Vice President & Treasurer
--------------------------------------------
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a
national banking association, as Administrative
Agent and as a Lender
By: /s/ R. Xxxxxx Xxxx
-----------------------------------------------
Name: R. Xxxxxx Xxxx
---------------------------------------------
Title: Vice President
--------------------------------------------
COMERICA BANK, a Michigan banking corporation
By: /s/ N. Xxxxxx Xxxxx
-----------------------------------------------
Name: N. Xxxxxx Xxxxx
---------------------------------------------
Title: Vice President
--------------------------------------------
FIRST NATIONAL BANK OF BOSTON, a national banking
association
By: /s/ Xxxx Chemelinski
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Name: Xxxx Chemelinski
---------------------------------------------
Title: Vice President
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BANK UNITED, a federal savings bank
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
---------------------------------------------
Title: Regional Director
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BANK ONE TEXAS, N.A., a national banking
association
By: /s/ Xxxx Xxxxxxx
-----------------------------------------------
Name: Xxxx Xxxxxxx
---------------------------------------------
Title: Vice President
--------------------------------------------
CAROLINA INVESTORS, INC., a South Carolina
corporation, as a Guarantor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------------
Name: Xxxxx X. Xxxx
---------------------------------------------
Title: Vice President & Treasurer
--------------------------------------------
EMERGENT GROUP, INC., a South Carolina
corporation, as a Guarantor
By: /s/ Xxxxx X. Xxxx
-----------------------------------------------
Name: Xxxxx X. Xxxx
---------------------------------------------
Title: Vice President, CFO & Treasurer
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EXHIBIT A
T0
FOURTH AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT
DATED AS OF MARCH 5, 1997
LISTING
EMERGENT MORTGAGE CORP.
AS BORROWER
COMMITMENT SCHEDULE
-------------------
Lender Maximum Commitment Percentage Share
------ ------------------ ----------------
First Union National Bank
of North Carolina $ 28,000,000 23.34%
Comerica Bank $ 17,000,000 14.17%
First National Bank of
Boston $ 25,000,000 20.83%
Bank United $ 25,000,000 20.83%
Bank One Texas, N.A. $ 25,000,000 20.83%
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AGGREGATE
FACILITY COMMITMENT $120,000,000 100%
