Exhibit 10.1
THIRD AMENDMENT
TO
MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT
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THIS THIRD AMENDMENT TO MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT
("Amendment") is made and dated as of March 31, 1999, by and between the Lenders
party hereto from time to time, SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION, a national banking association, as agent for Lenders, PREMIER
BANCSHARES, INC., a Georgia corporation, and PREMIER LENDING CORPORATION, a
Georgia corporation. Capitalized terms not otherwise defined herein are defined
in Article I of the Existing Loan Agreement referred to below.
R E C I T A L S
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A. Premier Bancshares and its direct Wholly-Owned Subsidiary, Premier
Lending, and Lenders are parties to that certain Mortgage Warehouse Loan and
Security Agreement dated as of April 15, 1998, as amended by a First Amendment
thereto dated as of October 30, 1998 and by a Second Amendment thereto dated as
of November 17, 1998 (collectively, the "Existing Loan Agreement"), pursuant to
which Premier Lending and Premier Bancshares, as co-borrowers, have obtained
Loans from the Lenders which were parties to the Existing Loan Agreement on a
revolving basis in the maximum aggregate amount of $130,000,000.00.
B. Borrowers have now requested that the Maturity Date of such revolving
credit be extended and that certain other modifications be made to the Existing
Agreement.
C. Pursuant to Borrowers' request, Agent and each Lender have agreed to
such extension of the Maturity Date and to such modifications to the Existing
Agreement upon the terms and conditions set forth herein.
ACCORDINGLY, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. Amendments to Existing Agreement. The Existing Agreement is amended as
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of the date first above written as follows:
1. Paragraph (1) under the definition of "Eligible Mortgage Loan" in
Section 1.1 Defined Terms of ARTICLE I DEFINITIONS of the Existing
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Agreement is hereby deleted in its entirety and the following new
paragraph (1) is inserted in its place:
(1) if the promissory note for such Mortgage Loan (or any
other documentation relating thereto) has been withdrawn from the
possession of Agent on terms and subject to conditions set forth
in Section 4.5 hereof, (i) such note or other documentation has
been released to the applicable Borrower for purposes of
correcting clerical or other non-substantive documentation
problems pursuant to a trust receipt as permitted under Section
4.5(a) hereof, (x) such release has occurred within the
immediately preceding ten (10) days and (y) the collateral value
of the Mortgage Loan for which such note or other documentation
has been released, when added to the collateral value of other
Mortgage Loans included in any of the Borrowing Bases for which
notes or other documentation have been similarly released to
either Borrower, does not exceed $3,000,000.00; or (ii) the
promissory note and any related documentation for such Mortgage
Loan has been shipped by Agent directly to an Approved Investor
for purchase, as permitted under Section 4.5(b) hereof, (x) such
shipment has occurred within the immediately preceding ninety (90)
days, (y) if the Approved Investor is a housing authority
constituting a Governmental Authority, the collateral value of
such Mortgage Loan, when added to the collateral value of other
Mortgage Loans included in any of the Borrowing Bases for which
notes or other documents have been similarly shipped does not
exceed $10,000,000.00, and (z) the collateral value of all such
Mortgage Loans included in any of the Borrowing Bases for which
notes or other documents have been similarly shipped and which
remain unpurchased for more than forty-five (45) days from the
date of such shipment does not exceed $2,500,000.00 during the
period March 31, 1999 to April 15, 1999 and $1,500,000.00 from
April 16, 1999 and thereafter;
b. The definition of "Maturity Date" in Section 1.1 Defined Terms
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of ARTICLE I DEFINITIONS of the Existing Agreement is hereby
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deleted in its entirety and the following new definition is
inserted in its place:
"Maturity Date" shall mean June 1, 1999; provided that upon
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the written request of
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Borrowers to Agent, Lenders may elect to extend the Maturity Date
on such terms and conditions as they deem appropriate in their
sole discretion.
2. Acknowledgment of Outstanding Loans. Borrowers hereby acknowledge,
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certify and agree that pursuant to the Existing Agreement, Lenders have
made Loans to Borrowers that are outstanding as of the date hereof in
the aggregate principal amount of $ ; Borrowers'
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obligation to pay the outstanding Loans to Lenders in each Lender's
Commitment Percentage is not subject to any defense, claim,
counterclaim, setoff, right of recoupment, abatement or other
determination; and the Loans are and shall continue to be governed and
secured by the terms and provisions of the Existing Agreement as
amended by this Amendment.
3. Ratification of Loan Documents. Borrowers hereby ratify and affirm
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each of the Loan Documents in their entirety, and acknowledge and agree
that (i) the Loan Documents are in full force and effect, (ii) all
representations and warranties contained therein are true and correct
on and as of the date hereof, (iii) Borrowers are in full compliance
with all covenants and agreements established thereunder, (iv) no Event
of Default or Potential Default exists thereunder and (v) the Loan
Documents are legal, valid and binding obligations of Borrowers and are
enforceable by Agent, on behalf of Lenders, against Borrowers in
accordance with their respective terms.
4. Counterparts. This Amendment may be signed in one or more counterpart
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copies, each of which constitutes an original, but all of which, when
taken together, shall constitute one agreement binding upon all of the
parties hereto.
5. Governing Law, Etc. This Amendment shall be governed by and
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construed in accordance with the applicable terms and provisions of
Section 10.7 of ARTICLE X MISCELLANEOUS PROVISIONS of the Existing
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Agreement, which terms and provisions are incorporated herein by
reference.
6. No Other Modifications. Except as hereby amended, no other term,
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condition or provision of the Existing Agreement shall be deemed
modified or amended, and this Amendment shall not be considered a
novation.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
as of the date first above written.
BORROWERS:
PREMIER BANCSHARES, INC.
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman & CEO
STATE OF GEORGIA
COUNTY OF
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On this day of , 1999, personally appeared Xxxxxxx X. Xxxxxxx,
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as Chairman & CEO of PREMIER BANCSHARES, INC., a Georgia corporation, and before
me executed the attached Third Amendment to Mortgage Warehouse Loan and Security
Agreement, dated as of March 31, 1999, by and between SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION, as Agent and Lender, and SOUTHTRUST BANK,
NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK, successor by merger to
CoreStates Bank, N.A., COLONIAL BANK and NATIONAL CITY BANK OF KENTUCKY, as
Lenders, and PREMIER BANCSHARES, INC. and PREMIER LENDING CORPORATION, as
Borrowers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
County and State last aforesaid.
Signature of Notary Public-State of Georgia
Print Name: Notary Public, State of Georgia
Personally Known
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Produced Identification
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Type of Identification:
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(NOTARIAL SEAL)
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PREMIER LENDING CORPORATION
By:
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Name: Xxxxxx X. Xxxxxx
Title: President
STATE OF GEORGIA
COUNTY OF
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On this day of , 1999, personally appeared Xxxxxx X. Xxxxxx,
--- ----------
as President of PREMIER LENDING CORPORATION, a Georgia corporation, and before
me executed the attached Third Amendment to Mortgage Warehouse Loan and Security
Agreement, dated as of March 31, 1999, by and between SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION, as Agent and Lender, and SOUTHTRUST BANK,
NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK, successor by merger to
CoreStates Bank, N.A., COLONIAL BANK and NATIONAL CITY BANK OF KENTUCKY, as
Lenders, and PREMIER BANCSHARES, INC. and PREMIER LENDING CORPORATION, as
Borrowers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
County and State last aforesaid.
Signature of Notary Public-State of Georgia
Print Name: Notary Public, State of Georgia
Personally Known
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Produced Identification
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Type of Identification:
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(NOTARIAL SEAL)
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AGENT/LENDERS:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, As Agent and
as a Lender
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
STATE OF FLORIDA
COUNTY OF ORANGE
On this day of , 1999, personally appeared Xxxxxx X. Xxxxxxx,
--- ----------
as Vice President of SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, and
before me executed the attached Third Amendment to Mortgage Warehouse Loan and
Security Agreement, dated as of March 31, 1999, by and between SUNTRUST BANK,
CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Agent and Lender, and SOUTHTRUST BANK,
NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK, successor by merger to
CoreStates Bank, N.A., COLONIAL BANK and NATIONAL CITY BANK OF KENTUCKY, as
Lenders, and PREMIER BANCSHARES, INC. and PREMIER LENDING CORPORATION, as
Borrowers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
County and State last aforesaid.
Signature of Notary Public-State of
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Print Name: Notary Public, State of
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Personally Known
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Produced Identification
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Type of Identification:
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(NOTARIAL SEAL)
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SOUTHTRUST BANK, NATIONAL
ASSOCIATION, as a Lender
By:
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Name:
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Title:
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STATE OF ALABAMA
COUNTY OF
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On this day of , 1999, personally appeared
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, as of SOUTHTRUST BANK, NATIONAL
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ASSOCIATION, and before me executed the attached Third Amendment to Mortgage
Warehouse Loan and Security Agreement, dated as of March 31, 1999, by and
between SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Agent and
Lender, and SOUTHTRUST BANK, NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK,
successor by merger to CoreStates Bank, N.A., COLONIAL BANK and NATIONAL CITY
BANK OF KENTUCKY, as Lenders, and PREMIER BANCSHARES, INC. and PREMIER LENDING
CORPORATION, as Borrowers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
County and State last aforesaid.
Signature of Notary Public-State of Alabama
Print Name: Notary Public, State of Alabama
Personally Known
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Produced Identification
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Type of Identification:
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(NOTARIAL SEAL)
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FIRST UNION NATIONAL BANK, successor
by merger to CoreStates Bank, N.A.,
as a Lender
By:
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Name:
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Title:
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STATE OF PENNSYLVANIA
COUNTY OF
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On this day of , 1999, personally appeared
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, as of FIRST UNION NATIONAL BANK,
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successor by merger to CoreStates Bank, N.A., and before me executed the
attached Third Amendment to Mortgage Warehouse Loan and Security Agreement,
dated as of March 31, 1999, by and between SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, as Agent and Lender, and SOUTHTRUST BANK, NATIONAL
ASSOCIATION, FIRST UNION NATIONAL BANK, successor by merger to CoreStates Bank,
N.A., COLONIAL BANK and NATIONAL CITY BANK OF KENTUCKY, as Lenders, and PREMIER
BANCSHARES, INC. and PREMIER LENDING CORPORATION, as Borrowers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
County and State last aforesaid.
Signature of Notary Public-State of Pennsylvania
Print Name: Notary Public, State of Pennsylvania
Personally Known
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Produced Identification
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Type of Identification:
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(NOTARIAL SEAL)
8
COLONIAL BANK, as a Lender
By:
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Name:
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Title:
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STATE OF FLORIDA
COUNTY OF ORANGE
On this day of , 1999, personally appeared
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, as of COLONIAL BANK, and before me
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executed the attached Third Amendment to Mortgage Warehouse Loan and Security
Agreement, dated as of March 31, 1999, by and between SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION, as Agent and Lender, and SOUTHTRUST BANK,
NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK, successor by merger to
CoreStates Bank, N.A., COLONIAL BANK and NATIONAL CITY BANK OF KENTUCKY, as
Lenders, and PREMIER BANCSHARES, INC. and PREMIER LENDING CORPORATION, as
Borrowers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
County and State last aforesaid.
Signature of Notary Public-State of Florida
Print Name: Notary Public, State of Florida
Personally Known
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Produced Identification
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Type of Identification:
-----------------------------
(NOTARIAL SEAL)
9
NATIONAL CITY BANK OF KENTUCKY, as a
Lender
By:
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Name:
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Title:
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STATE OF KENTUCKY
COUNTY OF
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On this day of , 1999, personally appeared
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, as of NATIONAL CITY BANK OF KENTUCKY,
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and before me executed the attached Third Amendment to Mortgage Warehouse Loan
and Security Agreement, dated as of March 31, 1999, by and between SUNTRUST
BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Agent and Lender, and SOUTHTRUST
BANK, NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK, successor by merger to
CoreStates Bank, N.A., COLONIAL BANK and NATIONAL CITY BANK OF KENTUCKY, as
Lenders, and PREMIER BANCSHARES, INC. and PREMIER LENDING CORPORATION, as
Borrowers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
County and State last aforesaid.
Signature of Notary Public-State of Kentucky
Print Name: Notary Public, State of Kentucky
Personally Known
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Produced Identification
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Type of Identification:
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(NOTARIAL SEAL)
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