EXHIBIT 10.24
AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT
This Amendment No. 3 to Revolving Credit Agreement (the "Amendment No.
3") is made and entered into effective as of, but not necessarily on, the 13th
day of November, 2001, by and among GAINSCO, Inc. ("GAINSCO"), GAINSCO Service
Corp. ("GSC") (GSC and GAINSCO being sometimes referred to herein collectively
as the "Borrowers"), the Subsidiary Pledgors (as such term is hereinafter
defined), and Bank One, NA (the "Lender)
WITNESSETH:
WHEREAS, the Borrowers and the Lender entered into that certain
Revolving Credit Agreement, dated as of November 13, 1998, as amended by that
certain First Amendment to Revolving Credit Agreement, dated as of October 4,
1999 ("Amendment No. 1"), as further amended by that certain Amendment No. 2 to
Revolving Credit Agreement, dated as of March 23, 2001 ("Amendment No. 2"), and
as supplemented by a consent dated April, 13, 2000, a waiver dated October 30,
2000 and a consent dated August 31, 2001 (such Revolving Credit Agreement, as
heretofore amended, modified and supplemented, being referred to herein as the
"Credit Agreement").
WHEREAS, Certain of the direct or indirect subsidiaries of the
Borrowers have (i) heretofore executed and delivered Security Agreements and/or
other collateral documents pursuant to which such subsidiaries have granted
liens, security interests or other encumbrances, in favor of the Lender,
covering certain of their respective properties, as security for the
obligations, indebtedness and liabilities of the Borrowers under or in
connection with the Credit Agreement and/or the other Loan Documents, and/or
(ii) guaranteed certain of the obligations, indebtedness and liabilities of the
Borrowers under or in connection with the Credit Agreement and/or the other Loan
Documents (such subsidiaries being signatory parties hereto and being
collectively referred to herein as the "Subsidiary Pledgors").
WHEREAS, the Borrowers, the Subsidiary Pledgors and the Lender have
agreed to further amend the Credit Agreement on the terms and conditions set
forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and agreed, the parties hereto
hereby agree as follows:
1. DEFINITIONS. Unless otherwise specifically defined herein, the terms used in
this Amendment No. 3 shall have the respective meanings ascribed to such terms
in the Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT.
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2.1 Section 1.1 of the Credit Agreement is hereby amended by adding or
restating (as the case may be) the following defined terms, which terms shall
also have the meanings given below when used in this Amendment No. 3:
"Amendment No. 3" shall mean that certain Amendment No. 3 to
Revolving Credit Agreement dated as of November 13, 2001 between
the Borrowers, the Subsidiary Pledgors, and the Lender.
"Amendment No. 3 Closing Date" shall mean the date of the
Amendment No. 3 or such later date as may be agreed to in writing
by the Lender.
"Amendments" shall mean, collectively, the Amendment No.1,
the Amendment No. 2, and this Amendment No. 3.
"Available Proceeds" means (a) with respect to any
disposition, the gross amount of all cash or readily marketable
cash equivalents paid or delivered to, or for the account or
benefit of, GAINSCO or any Subsidiary, or any of them, (including
by way of a cash generating sale or discounting of a note or
account receivable) in connection therewith, whether at the time of
such disposition or subsequent thereto, or (b) with respect to any
issuance of any equity securities of GAINSCO or any Subsidiary
(other than to GAINSCO or any Subsidiary), the gross amount of all
cash or readily marketable cash equivalents paid or delivered to,
or for the account or benefit of, the Borrowers or any Subsidiary,
or any of them, in connection therewith, whether at the time of
such issuance or subsequent thereto, in all cases without reduction
for any legal, title, accounting, recording, placement, commission,
investment banking, financial advisory, or other costs, expenses
and/or fees and without reduction for any payment(s) on any
Indebtedness which is secured by any property, rights or interests
subject thereto or which must otherwise be satisfied, in whole or
in part, in connection therewith.
"Maturity Date" shall mean November 1, 2003, subject to the
right of the Lender to accelerate the due date of the outstanding
Principal Debt pursuant to the provisions hereof and/or any of the
other Loan Documents.
2.2 Section 2.5 of the Credit Agreement is hereby amended by deleting
subsection (b) thereof in its entirety and substituting the following in lieu
thereof:
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"(b) PRINCIPAL PAYMENTS. The unpaid Principal Debt
shall be due and payable in installments as follows: (i)
$200,000 on the Amendment No. 3 Closing Date, (ii) $500,000 on
January 2, 2002, and (iii) $1,000,000 on the first Business
Day of each calendar quarter thereafter, beginning on April 1,
2002 and continuing on the first Business Day of each calendar
quarter thereafter until the Maturity Date (or such earlier
date as the Obligation shall have been fully paid), at which
time the remaining Principal Debt, if any, shall be due and
payable in full. The foregoing principal payments shall be
made in addition to, and without regard to, any other or
additional payments and/or prepayment required to be made
hereunder or under any of the other Loan Documents, including,
without limitation, any mandatory prepayment(s) required to be
made pursuant to subsection (d) of this Section 2.5."
2.3 Section 2.5 of the Credit Agreement is hereby further amended by
deleting subsection (d) thereof in its entirety and substituting the following
in lieu thereof:
"(d) MANDATORY PREPAYMENTS. In addition to any other
or additional payments and/or prepayments that may be required
hereunder or under any of the other Loan Documents, Borrowers
shall prepay the Principal Debt within two Business Days
following the issuance of any equity securities (other than
pursuant to options heretofore granted to any employee or
director of GAINSCO or any of the Subsidiaries) and the
receipt of Available Proceeds therefrom by GAINSCO or any
Subsidiary (other than to GAINSCO or a Subsidiary) after March
23, 2001 or the sale or other disposition by GAINSCO or any
Subsidiary (other than an Insurance Subsidiary) of any of its
assets in an amount equal to 50% of the Available Proceeds
attributable to any such issuance or disposition, as
applicable. Notwithstanding the foregoing, Borrowers shall not
be required to prepay the Principal Debt in respect of
dispositions (i) of Investments by GAINSCO and its
Subsidiaries in the ordinary course of business to the extent
that the proceeds thereof are reinvested in Investments
permitted under SECTION 7.5, (ii) of obsolete equipment in the
ordinary course of business to the extent that the proceeds
thereof are used to purchase replacement items within 90 days
or (iii) of other items to the extent that the aggregate
Available Proceeds therefrom do not exceed $250,000 in any
calendar year. Additionally, the following shall not be
considered to be sales or dispositions of assets by GAINSCO or
any Subsidiary for purposes of this SECTION 2.5(d): (v) the
conversion to cash of portfolio securities, issued by a Person
other than any of the Companies, by GAINSCO or any Subsidiary,
(w) the declaration, making
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and/or payment of dividends by any Subsidiary to GAINSCO
(whether made directly to GAINSCO or through one or more
Subsidiaries), (x) transfers of cash between and among GAINSCO
and the Subsidiaries that are not Insurance Subsidiaries, made
in the ordinary course of business of both the transferee and
the transferor, (y) transfers of cash between and among
GAINSCO and the Subsidiaries (including the Insurance
Subsidiaries), made in the ordinary course of business of both
the transferee and the transferor, to the extent that such
transfer consists solely of the distribution to an Insurance
Subsidiary of insurance premiums and/or commissions
attributable to insurance premiums previously remitted to the
transferor by, or for the account of, the applicable insurance
policyholder(s), or (z) transfers of cash between and among
GAINSCO and the Subsidiaries (including the Insurance
Subsidiaries), made in the ordinary course of business of both
the transferee and the transferor, to the extent that such
transfer consists solely of the payment by the transferor of
payroll amounts or other costs and expenses attributable to
Insurance Subsidiaries and the amounts thereof, in the
aggregate, have previously been funded, or will substantially
contemporaneously with such transfer be reimbursed to the
transferor, by the applicable Insurance Subsidiary(ies)."
2.4 Section 7.14 of the Credit Agreement is hereby amended to read in
its entirety as follows:
7.14 SALE AND LEASEBACK. Borrowers shall not, and
shall not permit any of the other Companies to, enter into any
arrangement with any Person pursuant to which any Company will
lease, as lessee, any property which it owned as of the date
hereof and which it sold, transferred, or otherwise disposed
of to such other Person, except that GAIC may sell its
premises at 000 Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000 and
lease back, as lessee, said premises, provided that such sale
and such lease back satisfy the following requirements: (i)
the cash portion of the purchase price, payable to GAIC at the
closing of the sale transaction in immediately available
funds, is at least $5,000,000, (ii) GAIC is the only Company
that is liable, in whole or in part, with respect to such
lease of such premises, (iii) such lease of such premises is
for a term (inclusive of any and all extensions) of not more
than eighteen (18) months, and (iv) such lease of such
premises is at a lease rate, and contains other terms and
conditions, that are commercially reasonable for such premises
at the time such lease is entered into by GAIC. A sale of such
premises by GAIC in
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accordance with the foregoing requirements shall not be
subject to the mandatory prepayment provisions of SECTION
2.5(d) hereof.
2.5 The Lender hereby agrees that it will not unreasonably withhold its
consent to any proposed sale of any assets of the Borrowers or any Subsidiary
if, and to the extent that, (i) no Event of Default or Potential Default would
exist at the time of, or after giving effect to, such proposed sale (assuming
Lender's consent to such proposed sale), (ii) such sale is to be made to an
unaffiliated third party, in an arms-length transaction for fair consideration,
(iii) the consideration to be received by the Borrowers and/or the Subsidiaries,
as applicable, in connection with such sale consists entirely of cash, in
immediately available funds, and (iv) in connection with each such sale, the
Borrowers make the mandatory prepayment of the Principal Debt required by
Section 2.5(d) of the Credit Agreement in a timely manner. The Lender further
agrees that, to the extent that all of the foregoing conditions are satisfied in
connection with each such sale, the Lender shall release its Liens with respect
to the asset(s) covered by such sale(s) without requiring that any additional
prepayment (i.e., other than the mandatory prepayment of the Principal Debt
required by Section 2.5(d) of the Credit Agreement) of the Principal Debt be
made to the Lender.
2.6 The Credit Agreement is hereby amended by deleting Section 7.21
thereof in its entirety.
2.7 For purposes of notices and other communications to the Lender
under the Credit Agreement and the other Loan Documents, the address of the
Lender is hereby changed to the following address:
Bank One, NA
Managed Assets Division
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: C. Xxxxxx Xxxxxx, First Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
2.8 Exhibit "D" to the Credit Agreement is hereby deleted in its
entirety and Exhibit "D" hereto is hereby substituted in lieu thereof.
3. LIENS AND SECURITY INTERESTS. In order to induce the Lender to enter into
this Amendment No. 3 and in order to secure the payment of the Indebtedness and
the performance of the Obligation, the Borrowers and each of the Subsidiary
Pledgors hereby grant to the Lender a first lien and security interest upon all
Collateral and all other property presently securing all or any portion of the
Obligation. Except to the extent that any Subsidiary is precluded by applicable
Legal Requirements from doing so, GAINSCO
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and each Subsidiary shall, prior to December 31, 2001 and from time to time
thereafter, execute and deliver to the Lender all security agreements, financing
statements, collateral assignments, deeds of trust, guaranties, lien instruments
and other collateral documentation which the Lender may reasonably require in
order to grant, create, perfect, maintain, continue or otherwise effectuate
and/or evidence a perfected, first priority (subject only to Permitted Liens)
Lien, in favor of the Lender, in, to and covering all assets of such entities.
The terms, provisions and forms of such documents shall be such as are
reasonably acceptable to the Lender. The Borrowers and the Subsidiary Pledgors
further acknowledge and agree that the failure of GAINSCO and/or any Subsidiary
to fully comply in a timely manner with the covenants and agreements of such
parties contained herein shall immediately, and without any necessity for notice
from the Lender or otherwise and without any cure or grace period (all of which
are hereby expressly waived by the Borrowers and the Subsidiary Pledgors),
constitute an Event of Default under the Credit Agreement and the other Loan
Documents.
4. REPRESENTATIONS AND WARRANTIES. In order to induce the Lender to enter into
this Amendment No. 3, the Borrowers and each of the Subsidiary Pledgors hereby
represent, warrant, and commit to the Lender as follows:
(a) The Borrowers and each of the Subsidiary Pledgors have the
power and authority to enter into and perform this Amendment
No. 3 and all documents and actions required or contemplated
hereunder to which they are parties; all actions necessary or
appropriate for the execution and performance of this
Amendment No. 3 and all documents and actions required or
contemplated hereby have been taken; and the Credit Agreement,
as amended hereby, and the other Loan Documents constitute the
legal, valid, and binding obligations of the Borrowers and the
Subsidiary Pledgors, as applicable, enforceable in accordance
with their respective terms.
(b) After giving effect to this Amendment Xx. 0, xxxx of the
Borrowers or any of the Subsidiary Pledgors are in default
under or violating any provisions of their respective Articles
or Certificates of Incorporation or Bylaws (or other
organizational and/or internal governance documentation), and
none of the Borrowers or any of the Subsidiary Pledgors are in
default under or violating any material provisions of any
indenture, mortgage, lien, agreement, contract, deed, lease,
loan or credit agreement, note, order, judgment, decree, or
other instrument or restriction of any kind or character to
which any one or more of them is a party or by which anyone or
more of them is bound, or to which any of their respective
assets are subject, which default would have a material
adverse effect on the ability of any of the Borrowers and/or
Subsidiary Pledgors to perform their respective obligations
hereunder, thereunder, or under any of the other Loan
Documents; and neither the execution and delivery of this
Amendment No. 3 nor compliance with the terms, conditions, and
provisions hereof will conflict with or result in the breach
of, or constitute a default under, any of the foregoing.
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(c) After giving effect to this Amendment No. 3, neither any Event
of Default nor any Potential Default exists under, or in
connection with, the Credit Agreement or any of the other Loan
Documents.
(d) Each representation and warranty contained in the Credit
Agreement and the Amendments is true and correct as of the
date of this Amendment No. 3 except as previously disclosed to
the Lender in writing.
(e) Each financial statement of the Companies heretofore furnished
to the Lender was prepared in conformity with GAAP and, when
read together with the notes thereto, presents fairly the
financial condition of the Companies as the date thereof.
Since the date of the last such financial statement there has
been no materially adverse change in the financial condition
or business prospects of the Companies.
(f) None of the Articles or Certificates of Incorporation or
by-laws (or other organizational and/or internal governance
documentation) of any of the Companies have been modified,
rescinded or revoked since November 13, 1998, except as
heretofore disclosed to the Lender in writing or as set forth
in certificates delivered to the Lender on the Amendment No. 3
Closing Date, and the same are currently in full force and
effect, except as aforesaid.
(g) The Subsidiary Pledgors and MGA Agency, Inc., a Texas
corporation, constitute all of the Subsidiaries (other than
Insurance Subsidiaries). Each of the Insurance Subsidiaries is
prohibited by applicable Legal Requirement from guaranteeing
the Obligation, or any portion thereof, and/or encumbering any
of its respective assets as security for the Obligation, or
any portion thereof.
6. RELEASE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
CONSIDERATION OF THE LENDER'S EXECUTION OF THIS AMENDMENT NO. 3, EACH OF THE
BORROWERS AND EACH OF THE SUBSIDIARY PLEDGORS, IN EACH CASE ON BEHALF OF ITSELF
AND EACH OF THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASORS"), DOES
HEREBY FOREVER RELEASE, DISCHARGE AND ACQUIT THE LENDER AND EACH OF ITS PARENT,
SUBSIDIARIES AND AFFILIATE CORPORATIONS OR PARTNERSHIPS, AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, PARTNERS, TRUSTEES, SHAREHOLDERS, AGENTS, ATTORNEYS AND
EMPLOYEES, AND THEIR RESPECTIVE SUCCESSORS, HEIRS AND ASSIGNS (COLLECTIVELY, THE
"RELEASEES") OF AND FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES,
RESPONSIBILITIES, DISPUTES, CAUSES OF ACTION (WHETHER AT LAW OR EQUITY),
INDEBTEDNESS AND OBLIGATIONS (COLLECTIVELY, "CLAIMS"), OF EVERY TYPE, KIND,
NATURE, DESCRIPTION OR
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CHARACTER, INCLUDING, WITHOUT LIMITATION, ANY SO-CALLED "LENDER LIABILITY"
CLAIMS OR DEFENSES, AND IRRESPECTIVE OF HOW, WHY OR BY REASON OF WHAT FACTS,
WHETHER SUCH CLAIMS HAVE HERETOFORE ARISEN, ARE NOW EXISTING OR HEREAFTER ARISE,
OR WHICH COULD, MIGHT, OR MAY BE CLAIMED TO EXIST, OF WHATEVER KIND OR NAME,
WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR UNLIQUIDATED,
EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH, WHICH IN ANY WAY ARISE OUT OF,
ARE CONNECTED WITH OR IN ANY WAY RELATE TO ACTIONS OR OMISSIONS WHICH OCCURRED
ON OR PRIOR TO THE DATE HEREOF WITH RESPECT TO ANY OF THE RELEASORS, THE
OBLIGATION, THIS AMENDMENT NO. 3, THE CREDIT AGREEMENT, ANY LOAN DOCUMENT OR ANY
THIRD PARTIES LIABLE IN WHOLE OR IN PART FOR THE OBLIGATION. EACH OF THE
RELEASORS FURTHER AGREES TO INDEMNIFY THE RELEASEES AND HOLD EACH OF THE
RELEASEES HARMLESS FROM AND AGAINST ANY AND ALL SUCH CLAIMS WHICH MIGHT BE
BROUGHT AGAINST ANY OF THE RELEASEES ON BEHALF OF ANY PERSON OR ENTITY,
INCLUDING, WITHOUT LIMITATION, OFFICERS, DIRECTORS, AGENTS, TRUSTEES, CREDITORS
OR SHAREHOLDERS OF ANY OF THE RELEASORS. FOR PURPOSES OF THE RELEASE CONTAINED
IN THIS PARAGRAPH, ANY REFERENCE TO ANY RELEASOR SHALL MEAN AND INCLUDE, AS
APPLICABLE, SUCH PERSON'S OR PERSONS' SUCCESSORS AND ASSIGNS, INCLUDING, WITHOUT
LIMITATION, ANY RECEIVER, TRUSTEE OR DEBTOR-IN-POSSESSION, ACTING ON BEHALF OF
SUCH PARTIES.
7. CONDITIONS PRECEDENT. The effectiveness of this Amendment No. 3 is subject to
the satisfaction of the following conditions precedent:
(a) Deliveries. The Lender shall have received all of the
following (with respect to each such document, instrument or agreement
to be delivered hereunder, same shall be dated the Amendment No. 3
Closing Date, unless otherwise indicated herein) in form and substance
acceptable to the Lender:
(i) Amendment No. 3. The Borrowers and each of the
Subsidiary Pledgors shall have executed and delivered to the
Lender this Amendment No. 3.
(ii) Guaranty Agreement(s). Each Subsidiary Pledgor
and MGA Agency, Inc., a Texas corporation, shall have executed
and delivered to the Lender a guaranty agreement, in form and
substance acceptable to the Lender, pursuant to which each
such Subsidiary shall have unconditionally guaranteed the
payment and performance of the Obligation of the Borrowers, or
either of them, to the Lender.
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(iii) Notice of Final Agreement. The Borrowers, each
of the Subsidiary Pledgors and each other Subsidiary that
executes and delivers any Loan Document pursuant to this
Amendment No. 3 shall have executed and delivered to the
Lender a Notice of Final Agreement in form and substance
acceptable to the Lender.
(iv) Closing Opinion(s) of Legal Counsel. The Lender
shall have received closing opinion(s), in form and substance
acceptable to the Lender, of legal counsel for the Borrowers,
each of the Subsidiary Pledgors and each other Subsidiary that
executes and delivers any Loan Document pursuant to this
Amendment No. 3 with respect to such matters as the Lender
shall deem appropriate.
(v) Amendment Fee. The Borrowers shall have paid to
the Lender a fully-earned and non-refundable amendment fee, in
the amount of $50,000.00, in connection with this Amendment
No. 3.
(vi) Attorneys' Fees and Expenses. The costs and
expenses (including attorneys' fees) referred to in Section
9.3 of the Credit Agreement, to the extent incurred, shall
have been paid in full by the Borrowers.
(vii) Additional Information. The Lender shall have
received such additional approvals, opinions, information,
agreements and/or documents as the Lender may reasonably
request.
(b) No Default. No Event of Default or Default shall be
continuing.
(c) Representations and Warranties. All of the representations
and warranties contained in Section 5 of the Credit Agreement, as
amended by the Amendments, and in the other Loan Documents shall be
true and correct on and as of the date of this Amendment No. 3 with the
same force and effect as if such representations and warranties had
been made on and as of such date, except as modified hereby.
8. FURTHER ASSURANCES. The Companies will execute and deliver such writings and
take such other actions as the Lender may request from time to time to carry out
the intent of the Credit Agreement, this Amendment No. 3 and the other Loan
Documents and to perfect or give further assurances of any right granted or
provided for therein or herein.
9. RATIFICATION, ETC. The terms and provisions set forth in this Amendment No. 3
shall modify and supersede all inconsistent terms and provisions set forth in
the Credit Agreement and the other Loan Documents and, except as expressly
modified and superseded by this Amendment No.3, the terms and provisions of the
Credit Agreement and all other Loan Documents are ratified and confirmed and
shall continue in full force and effect. The Borrowers, the Subsidiary Pledgors
and the Lender agree that the
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Credit Agreement and the other Loan Documents, as amended hereby, shall continue
to be legal, valid, binding and enforceable in accordance with their respective
terms.
10. SURVIVAL. All representations and warranties made in this Amendment No. 3 or
any other Loan Document, including any Loan Document furnished in connection
with this Amendment No. 3, shall survive the execution and delivery of this
Amendment No. 3 and the other Loan Documents, and no investigation by the Lender
or any closing shall affect the representations and warranties or the right of
the Lender to rely upon them.
11. AMENDED REFERENCES. Each of the Loan Documents, including the Credit
Agreement and any and all other agreements, documents, or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Credit Agreement as amended hereby, are hereby amended so that any
reference in such Loan Documents to the Credit Agreement shall mean a reference
to the Credit Agreement as amended by the Amendments.
12. NO INVALIDITY. Any provision of this Amendment No. 3 held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment No. 3 and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
13. PERFORMANCE. This Amendment No. 3 and all other Loan Documents executed
pursuant hereto shall be deemed to have been made and to be performable in
Dallas, Dallas County, Texas.
14. COUNTERPARTS, ETC. To facilitate execution, this Amendment No. 3 may be
executed in any number of counterparts as may be convenient or necessary, and it
shall not be necessary that the signatures of all parties hereto be contained on
anyone counterpart hereof. Additionally, the parties hereto hereby agree that,
for purposes of facilitating the execution of this Amendment No. 3, (a) the
signature pages taken from separate individually executed counterparts of this
Amendment No. 3 may be combined to form multiple fully executed counterparts and
(b) a facsimile transmission shall be deemed to be an original signature. All
executed counterparts of this Amendment No. 3, shall be deemed to be originals,
but all such counterparts taken together or collectively, as the case may be,
shall constitute one and the same agreement.
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED BY THE
AMENDMENTS, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
3 effective as of the date first above written.
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BORROWERS: GAINSCO, INC.
By:
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Name:
------------------------------
Title:
-----------------------------
GAINSCO SERVICE CORP.
By:
-------------------------------
Name:
------------------------------
Title:
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SUBSIDIARY PLEDGORS: AGENTS PROCESSING SYSTEMS, INC
By:
-------------------------------
Name:
------------------------------
Title:
-----------------------------
RISK RETENTION ADMINISTRATORS, INC.
By:
-------------------------------
Name:
------------------------------
Title:
-----------------------------
GENERAL AGENTS PREMIUM FINANCE
COMPANY
By:
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Name:
------------------------------
Title:
-----------------------------
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MGA PREMIUM FINANCE COMPANY
By:
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Name:
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Title:
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NATIONAL SPECIALTY LINES, INC.
By:
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Name:
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Title:
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DLT INSURANCE ADJUSTERS, INC.
(formerly known as De La Torre
Insurance Adjusters, Inc.)
By:
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Name:
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Title:
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LALANDE FINANCIAL GROUP, INC.
By:
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Name:
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Title:
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LENDER: BANK ONE, NA
By:
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C. Xxxxxx Xxxxxx
First Vice President
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