EIGHTH AMENDMENT
TO
WAREHOUSING CREDIT AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT (the
"Amendment") is dated as of the 20th day of February, 1998 by and among PREMIER
MORTGAGE CORPORATION, d/b/a PMC MORTGAGE ("PMC"), RF PROPERTIES CORP.("RF
Properties"), 66 PROPERTIES CORP. ("66 Properties"), JERICHO PROPERTIES CORP.
("Jericho"), JSF PROPERTIES CORP. ("JSF"), each a corporation organized and
existing under the laws of New York, each having its principal office at 00
Xxxxx Xxxxx Xxxx, Xxxxxx Xxxxxxx, Xxx Xxxx 00000 (RF Properties, PMC, 66
Properties, Jericho and JS are hereinafter collectively referred to as the
"Company" or the "Borrower"), LASALLE NATIONAL BANK, a national banking
association having its principal office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx ("LaSalle") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), successor in
interest by merger to PNC MORTGAGE BANK, NATIONAL Association, having an office
at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (LaSalle and PNC are
hereinafter collectively referred to as the "Bank" or the "Banks").
WHEREAS, the Banks have extended a commitment to make a certain credit
facility available to Borrower pursuant to that certain Warehousing Credit and
Security Agreement dated as of July 17, 1997, as amended by a First Amendment to
Warehousing Credit and Security Agreement and Notes dated as of August 29, 1997
as amended by a Second Amendment to Warehousing Credit and Security Agreement
and Notes dated as of September 30, 1997 and by a Third Amendment to Warehousing
Credit and Security Agreement and by a Fourth Amendment to Warehousing Credit
and Security Agreement and by a Fifth Amendment to Warehousing Credit and
Security Agreement and by a Sixth Amendment to Warehousing Credit and Security
Agreement and by a Seventh Amendment to Warehousing Credit and Security
Agreement (as so amended, the "Agreement"); and
WHEREAS, as of the date hereof, Borrower has an outstanding balance of
$6,143,966 on a gestation facility (the "Gestation Facility") with PNC Mortgage
Securities, an affiliate of PNC; and
WHEREAS, the Gestation Facility is due to expire and the Company has
requested that the outstanding balance be transferred to the warehouse credit
facility and added to the Agreement; and
WHEREAS, the Borrower and Banks have agreed to amend the Agreement in order
to provide for additional credit availability on a temporary basis.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which are hereby acknowledged, the
parties hereto hereby agree as follows:
I. Defined Terms Capitalized terms contained in this Amendment shall have
the respective meanings herein as such terms have in the Agreement.
II. Amendments to Agreement. The Agreement is hereby amended as follows
1. Article I, Section 1.2 of the Agreement is hereby amended by replacing
the definition of "Commitment" with the following new definition:
""Commitment" means Sixty-Six Million One Hundred Forty-Three Thousand Nine
Hundred Sixty-Six Dollars ($66,143,966) through April 1, 1998, and Sixty Million
Dollars ($60,000,000) thereafter."
2. Article I, Section 1.1 of the Agreement is hereby amended by adding the
following new definitions: "Gestation Facility" and "Gestation Loans" in the
appropriate alphabetical order:
""Gestation Facility" shall mean that certain gestation line of credit
between Borrower and PNC Mortgage Securities."
""Gestation Loans" shall mean any Mortgage Loans which have been
transferred to the facility pursuant to the termination of the Gestation
Facility."
3. Article II of the Agreement is hereby amended by adding a new section,
Section 2.1(i), as follows:
"2.1(i). The aggregate amount of Advances for carrying Gestation Loans
shall not exceed Six Million One Hundred Forty-Three Thousand Nine Hundred
Sixty-Six Dollars ($6,143,966) through March 31, l998 and shall decrease to zero
dollars ($0) on April 1, 1998. Advances for Gestation Loans shall be funded
solely by PNC."
4. Article II of the Agreement is hereby amended by adding the following
new provision at the end of Section 2.6(a):
"Notwithstanding the foregoing, Advances for Gestation Loans shall bear
interest at the rates set forth in the individual Mortgage Notes transferred
pursuant to such Advances."
5. LaSalle is executing this Amendment solely to acknowledge its knowledge
and consent, and nothing contained herein shall obligate it to fund any Advances
for Gestation Loans.
III. Conditions to Effectiveness. The amendments to the Agreement Set forth
in Section II of this Amendment shall become effective, as of the date set forth
above upon satisfaction of each of the following conditions precedent:
1. The Company and the banks shall have executed and delivered counterparts
of this Amendment.
2. The Company shall have executed and delivered to PNC a Joint and Several
Replacement Promissory Note substantially in the form attached hereto as Exhibit
A.
3. Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx shall each have delivered to the
Banks a duly executed Acknowledgment of Guarantors in form and substance
satisfactory to the Banks.
4. Each of PMC, RF Properties, 66 Properties, Jericho and JSF shall have
delivered to the Bank an original resolution of each of the Board of Directors
of PMC, RF Properties, 66 Properties, Jericho and JS, authorizing the execution,
delivery and performance of this Amendment, and all other instruments or
documents to be delivered by the Company pursuant to this Amendment, all in form
and substance satisfactory to the Banks.
5. Each of PMC, RF Properties, 66 Properties, Jericho and JSF shall have
delivered to the Bank a Certificate of each of PMC, RF Properties, 66
Properties, Jericho and JSF's secretary or assistant secretary as to the
incumbency and authenticity of the signatures of the officers executing this
Amendment and all other documents to be delivered pursuant hereto.
6. Each of the representations and warranties set forth in Section IV of
this Amendment shall be true and correct on, and as of, the effective date of
this Amendment.
7. The Borrower shall have delivered to the Banks all other instruments,
documents or agreements reasonably necessary or desirable in connection with
this Amendment.
IV. Representations and Warranties. As an inducement to the Banks to enter
into this Amendment, the Company hereby represents and warrants as follows:
1. After giving effect to this Amendment, each of the representations and
Warranties contained in Article V of the Agreement are true and correct.
2. No Event of Default or event which with the giving of notice, the
passage of time, or both, would become an Event of Default has occurred and is
continuing or would result from the execution, delivery and performance by the
Company of this Amendment or the Agreement, as amended hereby.
V. Miscellaneous.
1. Governing Law. This Amendment shall be a contract made under, and
governed by, the internal laws of the State of Illinois.
2. Counterparts. This Amendment may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Amendment.
3. References to Agreement. Except as herein amended, the Agreement and the
shall remain in full force and effect and are hereby ratified in all respects.
On and after the effectiveness of the amendment to the Agreement contemplated
hereby, each reference in the Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, shall mean and be a reference to the
Agreement, as amended by this Amendment.
4. Successors and Assigns. This Amendment shall be binding upon Company and
the Banks and their respective permitted successors and assigns.
IN WITNESS WHEREOF, the Company and the Banks have executed this Amendment
as of the date and year written above.
PNC BANK, NATIONAL ASSOCIATION
By:_________________________________
Title:________________________________
LASALLE NATIONAL BANK
By:_________________________________
Title:_________________________________
PREMIER MORTGAGE CORPORATION
d/b/a PMC MORTGAGE
By: /s/ Xxxxxx Xxxxxxxx
----------------------
Title: President
RF PROPERTIES CORP.
By: /s/ Xxxxxx Xxxxxxxx
----------------------
Title: President
66 PROPERTIES CORP.
By: /s/ Xxxxxx Xxxxxxxx
----------------------
Title: President
JERICHO PROPERTIES CORP.
By: /s/ Xxxxxx Xxxxxxxx
----------------------
Title: President
JSF PROPERTIES CORP.
By: /s/ Xxxxxx Xxxxxxxx
----------------------
Title: President
