SIXTH AMENDMENT
TO
WAREHOUSING CREDIT AND SECURITY AGREEMENT
THIS SIXTH AMENDMENT TO WAREHOUSING CREDIT AND SECURITY
AGREEMENT (the "Amendment") is dated as of the 30th day of January, 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, 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 (the "Fifth
Amendment") (as so amended, the "Agreement"); and
WHEREAS, the Borrower and Bank 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. The temporary increase in the amount of the Commitment, set forth
in the Fifth Amendment, which was due to expire January 31, 1998, is hereby
extended through February 15, 1998. Effective February 16, 1998, the
increase to the Commitment shall terminate and the
Commitment shall return to Fifty Million Dollars ($50,000,000). The execution
of this Amendment by LaSalle is simply to evidence LaSalle's knowledge hereof
and consent hereto.
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 reduced the outstanding amount of all
collateral exceptions to not more than One Million Eight Hundred Thousand
Dollars ($1,800,000).
3. Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx shall each have delivered to
the Banks a duly executed Acknowledgment of Guarantors in the form attached
hereto as Exhibit A, and otherwise in form and substance satisfactory to the
Bank.
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 Bank.
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.
IV. 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," "thereof," "herein" or words of like import, shall mean and be a
reference to the Agreement, as amended by this Amendment.
4. Successors, 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:
---------------------------------
Title:
---------------------------------
66 PROPERTIES CORP.
By:
---------------------------------
Title:
---------------------------------
JERICHO PROPERTIES CORP.
By:
---------------------------------
Title:
---------------------------------
JSF PROPERTIES CORP.
By:
---------------------------------
Title:
---------------------------------
EXHIBIT A
ACKNOWLEDGMENT OF GUARANTORS
PNC Bank, National Association
00 Xxxxx Xxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Warehousing Lending
Ladies and Gentlemen,
Reference is hereby made to those certain Guarantys dated as of July
17, 1997 (the "Guaranty") made by each of the undersigned, Xxxxxx Xxxxxxxx and
Xxxxxx Xxxxxxxx, to and for the benefit of PNC Mortgage Bank, National
Association (now PNC Bank, National Association, successor in interest by
merger) and LaSalle National Bank (collectively, "Banks") Capitalized terms
contained herein shall have the respective meanings herein as such terms have
in the Guarantys or the Credit Agreement referred to therein.
The undersigned hereby acknowledge the execution and delivery by
PREMIER MORTGAGE CORPORATION d/b/a PMC MORTGAGE, RF PROPERTIES CORP., 66
PROPERTIES CORP., JERICHO PROPERTIES CORP. and JSF PROPERTIES CORP.
(collectively, the "Borrower") of that certain Sixth Amendment to Warehousing
Credit and Security Agreement dated as of January 30, 1998, (the "Amendment").
The undersigned hereby, consent to the execution, delivery and performance by
the Borrower of said Amendment, and hereby confirm that the Guaranty shall
remain in full force and effect, shall extend to all indebtedness or other
sums owing and payable by the Borrower under the- Loan Documents, and shall be
enforceable against the undersigned.
The Banks may rely upon this Acknowledgment of Guarantors in
connection with their execution and delivery of the Amendment.
IN WITNESS WHEREOF, this Acknowledgment of Guarantors has been
executed as of the day and year set forth below.
Dated: , 1998
-------------------------------
Xxxxxx Xxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxx
