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EXHIBIT 10(fff)
AMENDMENT NO. 1 TO LOAN AGREEMENT
This Amendment No. 1 is made as of _____________, 1995 by Source One
Mortgage Services Corporation, Farmington Hills, Michigan ("Company") and
Comerica Bank, a Michigan banking corporation, of Detroit, Michigan ("Bank").
Company and Bank entered into a loan agreement dated August 10, 1995
(the "Loan Agreement") in connection with a $60,000,000 revolving credit
facility as described therein.
Company has requested and Bank has agreed to amend the Loan Agreement
in certain respects to (i) allow for the exchange of certain newly issued
subordinated debt securities of the Company for certain existing preferred
stock of the Company, and (ii) modify certain provisions of the Loan Agreement
in order to treat such newly issued subordinated debt as equity in certain
instances.
Wherefore, Company and Bank agree as follows:
1. This Amendment No. 1 shall be effective from and after the
date in which Company first exchanges Subordinated Debt (as defined below) for
Company's 8.42% cumulative preferred stock, Series A.
2. The following definitions are hereby added to Article 6 of the
Loan Agreement:
"Subordinated Debt: means the principal amount of (but not
any interest on) the unsecured subordinated Debt of the Company
outstanding from time to time (which amount shall not exceed
$100,000,000) evidenced by the Quarterly Income Capital Securities
(Subordinated Interest Deferrable Debentures, Due 2025) of the Company
Issued (or to be issued) in exchange for certain of the Company's
Series A Preferred Stock, the terms of which unsecured subordinated
Debt are set forth in the Subordinated Debt Indenture; but shall not
include any such unsecured subordinated Indebtedness with respect to
which any amounts shall have been deposited with the trustee under the
Subordinated Debt Indenture or otherwise irrevocably set aside for the
benefit of the holders of such Debt for the purpose of defeasance of
such Debt."
"Subordinated Debt Indenture: means that certain Subordinated
Indenture, dated as of ________________, as amended or supplemented
from time to time, by and between the Company and IBJ Xxxxxxxxx, as
trustee, pursuant to which the Company has issued or will issue the
Subordinated Debt."
3. Section 5.1 of the Loan Agreement is amended to read as
follows:
"Breach any covenant under (i) the Revolving Credit Agreement, or (ii)
the Subordinated Debt Indenture, as they may be
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amended from time to time pursuant to their terms, if such breach
results in the occurrence of an Event of Default under the Revolving
Credit Agreement or the Subordinated Debt Indenture, as the case may
be."
4. Section 5.2 of the Loan Agreement is amended to read as
follows:
"Permit consolidated tangible net worth plus Subordinated Debt at any
time to be less than $180,000,000."
5. Section 5.3 of the Loan Agreement is amended to read as
follows:
"Permit the ratio of (i) Consolidated Indebtedness (excluding
Subordinated Debt) to consolidated tangible net worth (including
Subordinated Debt) at the end of any month to be greater than 4 to 1."
6. Section 5.5 of the Loan Agreement is amended to read as
follows:
"Permit Debt" (as defined in the Revolving Credit Agreement, but
excluding Subordinated Debt) to exceed an amount which is $10,000,000
less than the sum of values as set forth in Section 8.5(a) through (f)
of the Revolving Credit Agreement (assuming that the Facility is
unsecured).
7. Except as amended hereby, the Loan Agreement shall remain in
full force and effect. This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart.
SOURCE ON MORTGAGE
SERVICES CORPORATION
By: /s/
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Its:
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COMERICA BANK
By: /s/
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Its: Vice President
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