SECOND AMENDMENT
TO
WAREHOUSING CREDIT AND SECURITY AGREEMENT AND NOTES
THIS SECOND AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT
AND NOTES (the "Amendment") is dated as of the 30th day of September, 1997 by
and between PREMIER MORTGAGE CORPORATION, d/b/a PMC MORTGAGE ("PMC") and RF
PROPERTIES CORP. ("RF Properties"), each a corporation organized and existing
under the laws of New York, having their principal office at 00 Xxxxx Xxxxx
Xxxx, Xxxxxx Xxxxxxx, Xxx Xxxx 00000 (PMC and RF Properties are hereinafter
collectively referred to as the "Company" or the "Borrower"), and PNC MORTGAGE
BANK, NATIONAL ASSOCIATION, a national banking corporation organized under the
laws of the United States, having an office at 00 Xxxxx Xxxxxxx Xxxxx, Xxxxxx
Xxxxx, Xxxxxxxx 00000 ("PNC") and LASALLE NATIONAL BANK, a national banking
association, having an office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000 ("LaSalle")(PNC and LaSalle are collectively referred to as the "Bank"
or the "Banks").
WHEREAS, the Bank has extended a commitment to make a certain credit
facility available to the Borrower pursuant to that certain Warehousing Credit
and Security Agreement dated as of July 17, 1997, as amended by that certain
First Amendment to Warehousing Credit and Security Agreement and Notes dated
as of August 29, 1997 (as so amended, the "Agreement"); and
WHEREAS, the Borrower and Bank have agreed to amend the Agreement and
the Joint and Several Promissory Notes issued thereunder (the "Notes") in
order to provide for additional availability thereunder, and to make other
revisions as set forth herein.
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 definition of "Commitment" in Section 1.1 of the Agreement is
hereby restated as follows:
""Commitment" means Fifty Million Dollars ($50,000,000) or
such amount to which such limit may be reduced hereunder."
2. Section 1.1 of the Agreement is hereby amended by adding the
following new definition: "Repurchase Loan".
""Repurchase Loan" means a Mortgage Loan which the Company
is required by an Investor to repurchase under its
respective Purchase Agreement."
3. Section 2.1(a) of the Agreement is hereby amended by restating the
last sentence thereof as follows:
"The total principal amount outstanding for Advances shall
not exceed Fifty Million Dollars ($50,000,000)."
4. Section 2.1(d) of the Agreement is hereby restated as follows:
"2.1(d) The aggregate amount of Advances made by each Bank
for Repurchase Loans and Foreclosure Loans shall not exceed
such Bank's Pro Rata share of Seven Million Nine Hundred
Thousand Dollars ($7,900,000), at any time."
5. Section 2.1(e) of the Agreement is hereby amended by replacing the
dollar amount "Four Million Five Hundred Thousand Dollars ($4,500,000)" with
the dollar amount "Seven Million Five Hundred Thousand Dollars ($7,500,000)".
6. Section 2.1(f) of the Agreement is hereby amended by replacing the
dollar amount "Nine Million Dollars ($9,000,000)" with the dollar amount
"Seventeen Million Five Hundred Thousand Dollars ($17,500,000)".
7. Section 2.1(g) of the Agreement is hereby amended by replacing the
dollar amount "Three Million Dollars ($3,000,000)" with the dollar amount
"Fifteen Million Dollars ($15,000,000)".
8. Section 2.1 of the Agreement is hereby amended by adding the
following new Section 2.1(i):
"2.1(i) Notwithstanding the provisions of Sections 2.1(a)
through 2.1(g) hereof, neither Bank shall be obligated to
honor the increased amount of the Commitment, or the
increases to the various sublimits described in Sections
2.1(d) through 2.1(g) hereof, established pursuant to this
Amendment until such time as the increases have been duly
approved pursuant to each Bank's loan review and approval
processes. Nevertheless, in the event one Bank has received
approval, it may in its discretion, make Advances up to its
Pro Rata Share of such higher limits as are set forth
herein, prior to the other Bank's approval, even if such
Advances would cause the advancing Bank to increase its Pro
Rata Share (i.e., over 50%) with respect to the other Bank
with respect to such Advances. Once the non-advancing Bank
has received approval, it may participate in any
previously-made Advances by purchasing its Pro Rata Share of
such Advances pursuant to the terms hereof."
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9. Section 2.8(c) of the Agreement is hereby amended by restating
Section 2.8(c)(6) as follows:
"(7) Ninety (90) calendar days elapse from the date an
Advance was made with respect to a Repurchase Loan or a
Foreclosure Loa, unless an extension of an additional thirty
(30) calendar days is granted by the Banks in their sole
discretion, in which case repayment would be required one
hundred twenty (120) calendar days from the date of the
Advance;"
10. Section 7 of the Agreement is hereby amended by restating Section
7.6 as follows:
"Section 7.6 Debt to Adjusted Tangible Net Worth Ratio.
Permit the ratio of its Debt to its Adjusted Tangible Net
Worth (for the Company and its Subsidiaries, determined on a
consolidated basis) to exceed (i) 13.5 to 1.0 from the date
hereof to December 31, 1997; or (ii) 12.0 to 1.0 at any time
thereafter."
11. Section 7.7 of the Agreement is hereby amended by deleting the
dollar amount "Two Million Five Hundred Thousand Dollars ($2,500,000)" and
replacing it with the dollar amount "Four Million Dollars ($4,000,000)".
III. Amendment to Notes. The dollar figure "$17,000,000" in the upper left
hand corner of each of the Notes is hereby replaced by the dollar
figure "$25,000,000" and the Notes are hereby amended by deleting the
dollar amounts "$17,000,000" and "Seventeen Million Dollars
($17,000,000)" and by inserting in place thereof the dollar amounts
"$25,000,000"and "Twenty-Five Million Dollars ($25,000,000)".
IV. 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 Bank shall have executed and delivered
counterparts of this Amendment.
2. The Company shall have delivered to the Bank evidence of its
corporate authority and incumbency with respect to this Amendment and the
Agreement, as amended hereby, in form and substance satisfactory to the Bank.
3. Each of Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx shall have
acknowledged this Amendment pursuant to an Acknowledgment of Guarantors in
form and substance satisfactory to the Bank.
4. Each of the representations and warranties set forth in Section V
of this Amendment shall be true and correct on, and as of, the effective date
of this Amendment.
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5. The Borrower shall have delivered to the Bank all other
instruments, documents or agreements reasonably necessary or desirable in
connection with this Amendment.
6. The Borrower shall have repaid the Advances corresponding to
certain Mortgage Loans (in the amount of $865,403) outstanding in excess of
ninety (90) days as of September 8, 1997.
7. Each Bank shall have received approval of the increased Commitment
and other terms contained herein, although in the event only one Bank receives
such approval, the increases in the Commitment and sublimits set forth herein
shall be effective as to such Bank only.
V. Representations and Warranties. As an inducement to the Bank to enter
into this Amendment, the Company hereby represents and warrants as
follows:
1. After giving affect 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.
VI. 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 Bank and their respective permitted successors and assigns.
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IN WITNESS WHEREOF, the Company and the Bank have executed this
Amendment as of the date and year written above.
PNC MORTGAGE BANK, NATIONAL
ASSOCIATION
By:
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Title:
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LASALLE NATIONAL BANK
By:
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Title:
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PREMIER MORTGAGE CORPORATION
d/b/a PMC MORTGAGE
By:
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Title:
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RF PROPERTIES CORP.
By:
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Title:
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