EXHIBIT 10.6(B)
FIFTH MODIFICATION OF
REVOLVING CREDIT LOAN AND
SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS
THIS LOAN MODIFICATION AGREEMENT (this "MODIFICATION") made this 29th
day of September, 2005 by and among RESOURCE AMERICA, INC. ("RAI"), RESOURCE
PROPERTIES XXIV, INC. ("RPI XXIV"), RESOURCE PROPERTIES XL, INC. ("RPI XL"),
RESOURCE PROPERTIES XXX, INC. ("RPI XXX") and RESOURCE PROPERTIES XXXI, INC.
("RPI XXXI"), each a Delaware corporation (collectively, the "BORROWERS"), and
SOVEREIGN BANK, a federal banking association, having an address of 0000 Xxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 ("BANK" or "LENDER").
BACKGROUND
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A. Resource Properties, Inc., which merged into RAI on Xxxx
00, 0000, XXX XXXX, XXX XL, and Resource Properties 53, Inc. ("RPI 53") (the
"ORIGINAL BORROWERS") and Bank entered into a certain Revolving Credit Loan and
Security Agreement dated July 27, 1999 (the "ORIGINAL LOAN AGREEMENT") wherein
the Original Borrowers established a line of credit loan facility with Bank in
the amount of Fifteen Million Dollars ($15,000,000) (the "LOAN").
B. As security for the obligations of Original Borrowers under
the Loan Documents, RPI XL granted to Lender that certain Leasehold Mortgage and
Security Agreement (the "LEASEHOLD MORTGAGE") with regard to the real estate
known as Factors Walk - Phase Two, Savannah, Georgia (the "REAL ESTATE").
C. Original Borrowers, and Bank entered into that certain
Modification of Revolving Credit Loan and Security Agreement dated March 30,
2000 (the "FIRST MODIFICATION"), whereby, inter alia, the principal amount of
the Loan was increased to Eighteen Million Dollars ($18,000,000).
D. To evidence the revised Loan in the amount of $18,000,000,
Original Borrowers executed and delivered to Bank that certain Replacement Line
Note dated March 30, 2000, in the amount of $18,000,000 (the "NOTE").
E. Original Borrowers, RPI XXX, RPI XXXI, and Bank entered
into that certain Second Modification of Revolving Credit Loan and Security
Agreement and Modification of Other Loan Documents dated April 30, 2002 (the
"SECOND MODIFICATION"), whereby RPI 53 requested that Bank release it from its
obligations under the Loan and release certain collateral related to RPI 53's
obligations (the "RPI 53 COLLATERAL") and then to substitute RPI XXX and RPI
XXXI as additional makers under the Note and add additional collateral owned by
RPI XXX and RPI XXXI to the security for the Loan (the "ADDITIONAL COLLATERAL"),
in accordance with the terms therein.
F. Original Borrowers, RPI XXX, RPI XXXI, RPI XXIV, RPI XL and
Bank entered into that certain Third Modification of Revolving Credit Loan and
Security Agreement dated September 15, 2003 (the "THIRD MODIFICATION") whereby
the term of the Loan was extended until July 27, 2005.
G. Borrowers and Bank entered into that certain Fourth
Modification of Revolving Credit Loan and Security Agreement dated June 30, 2005
(the "FOURTH MODIFICATION") whereby (i) the term of the Loan was extended, (ii)
RPI XXIV was released from its obligations under the Loan Documents and (iii)
there was an acknowledgement that by operation of law, since Resource
Properties, Inc., which was a Borrower, merged into RAI, RAI is now a Borrower
under the Loan Documents
H. The Note, the Loan Agreement, the Leasehold Mortgage, the
Deed of Trust (as defined below) and all other documents, instruments and
undertakings evidencing or securing the Loan, as modified hereby and by the
First Modification, Second Modification, Third Modification and Fourth
Modification (collectively, the "OTHER MODIFICATIONS"), are hereinafter
collectively referred to as the "LOAN DOCUMENTS"). All capitalized terms used
but not defined herein shall have the meaning given to such terms in the Loan
Agreement.
H. Borrowers have now requested that Bank (i) accept as
additional Collateral the property known as Wharf Lots 4 and 5 and located at
Bull and River Streets, Savannah, Chatham County, Georgia (the "PREMISES") which
is owned by RPI XXIV and to accept the Premises as additional Collateral under
the Note, the Loan Agreement and the other Loan Documents, and (ii) acknowledge
RPI XXIV as a Borrower under the Loan Documents as if they had never been
released in accordance with the terms of the Fourth Modification, which Bank has
agreed to do, on the terms and conditions as more fully set forth herein.
I. Contemporaneously herewith, RPI XXIV is executing and
delivering its Deed to Secure Debt, Assignment of Rents, Security Agreement and
Financing Statement with regard to the Premises (the "DEED OF TRUST").
AGREEMENT
---------
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Definitions. As used in this Modification, all capitalized terms
shall have the respective meanings provided therefor herein or, in absence of
such provision, the respective meanings provided therefor in the Loan Documents.
Without limiting the foregoing:
(a) References in the Loan Documents to the "Loan Agreement" shall
mean and include the Loan Agreement as modified by this Modification and the
Other Modifications.
(b) References in the Loan Documents to the "Note" shall mean and
include the Note as modified by this Modification and the Other Modifications.
(c) References in the Loan Documents to the "Loan Documents" shall
mean and include the Loan Documents and the Deed of Trust, all as modified by
this Modification and the Other Modifications.
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(d) References in the Loan Documents to the Collateral shall mean
and include the Collateral, as defined therein, the Premises, and any Additional
Collateral.
(e) References in the Loan Documents to the terms "Borrowers" shall
mean and include RAI, RPI XXX, RPI XL, RPI XXXI and RPI XXIV.
(f) The term "Obligations" as used herein shall mean any and all
Obligations of the Borrowers, or any of them, under the Note, the Leasehold
Mortgage, the Loan Agreement, the Collateral Documents and any other Loan
Document, as modified by this modification and the other Modifications.
2. Confirmation of Indebtedness.
(a) Borrowers hereby confirm, acknowledge, and agree that as of the
date hereof, the outstanding principal balance of the Note is $0. Borrowers
further acknowledge and agree that the foregoing principal balance from the date
stated is validly and duly owing by Borrowers to Bank.
(b) Borrowers hereby confirm, acknowledge, and agree that as of the
date hereof, the Borrowing Base is $18,000,000.00.
(c) Borrowers hereby ratify, confirm and acknowledge that (i) the
Note, the Collateral Documents, and the other Loan Documents are each in full
force and effect as of the date hereof, (ii) the Note, the Collateral Documents
and the other Loan Documents constitute valid and legally binding obligations of
the Borrowers, (iii) no event of default, or event which if continuing would
constitute an Event of Default, has occurred under the Loan Documents, and (iv)
the Loan Documents are enforceable against the Borrowers and its assets in
accordance with their respective terms.
(d) Not by way of limitation of anything herein or in the Loan
Documents, RPI XXIV hereby agrees to be bound by the Note, the Loan Agreement
and other Loan Documents, as if it had not been released from the Loan Documents
and acknowledges being an original signatory thereto and a Borrower (as
applicable) listed therein, and RPI XXIV agrees to comply with all covenants set
forth in the Loan Documents and hereby sets forth its agreement to the remedies
and rights granted to Bank therein.
(e) In order to induce Bank to enter into this Modification, the
Borrowers hereby reaffirm the various representations and warranties made by the
Original Borrowers in the Loan Documents, as if such representations and
warranties were made by each of the Borrowers as of this date and set forth
fully herein except as such representations and warranties may be otherwise
modified by the updated Schedules and Exhibits attached hereto. In order to
induce Bank to enter into this Modification, the Borrowers each hereby represent
and warrant to Bank that all representations and warranties made by the Original
Borrowers in the Loan Documents are hereby made by the Borrowers on and as of
the date hereof. Not by way of limitation of the foregoing, the Borrowers hereby
further represent and warrant that:
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(i) RPI XXIV is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware,
with full power and authority to execute, deliver and comply
with this Modification and the Deed of Trust, and to carry on
its business as it is now being conducted and is duly licensed
or qualified as a foreign corporation in good standing in each
jurisdiction in which the character or location of the
properties owned by it or the business transacted by it
requires such licensing or qualification.
(ii) The execution and delivery by RPI XXIV of this
modification and the Deed of Trust and the other Borrowers of
this Modification and the consummation of the transactions
contemplated by the Loan Documents and this Modification and
the fulfillment and compliance with the respective terms,
conditions and provisions of the Loan Documents: (a) have been
duly authorized by all requisite corporate action of
Borrowers, (b) will not conflict with or result in a breach
of, or constitute a default (or might, upon the passage of
time or the giving of notice or both, constitute a default)
under, any of the terms, conditions or provisions of (i) any
applicable statute, law, rule, regulation or ordinance, (ii)
any Borrowers' articles of incorporation or bylaws, (iii) any
indenture, mortgage, loan or credit agreement or instrument to
which any of the Borrowers is a party or by which any of them
may be bound or affected, or (iv) any judgment or order of any
court or governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, and (c) will
not result in the creation or imposition of any lien, charge
or encumbrance of any nature whatsoever upon any of the
property or assets of any of the Borrowers under the terms or
provisions of any such agreement or instrument, except liens
in favor of Bank.
(iii) This Modification has been duly executed by each of the
Borrowers and delivered to Bank, and the Deed of Trust has
been duly executed by RPI XXIV, and this Modification and
other documents and instruments required hereby or executed in
connection herewith constitute legal, valid and binding
obligations of such parties, enforceable in accordance with
their respective terms.
(iv) None of the Borrowers is in violation of its respective
articles of organization or bylaws, nor is any such party in
default in the performance or observance of any of its
respective obligations, covenants or conditions contained in
any indenture or other agreement creating, evidencing or
securing any Indebtedness or pursuant to which any such
Indebtedness is issued, nor is any of the Borrowers in
violation of or in default under any other agreement or
instrument or any judgment, decree, order, statute, rule or
governmental regulation, applicable to any of them or by which
any of their properties may be bound or affected.
(v) There are no actions, suits or proceedings pending or, to
the best of any of the Borrowers' knowledge, threatened
against any of the Borrowers, or any properties of any of them
before any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign,
which, if determined adversely to any Borrower, would have a
material adverse effect on such Borrower's financial or
operating condition.
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(vi) No authorization, consent, approval, license, exemption or any
other action by and no registration, qualification or filing with
any governmental agency or authority is or will be necessary in
connection with the execution, delivery and performance of this
Modification or any other document or instrument required hereby by
any of the Borrowers.
(vii) On and as of the date of this Modification, to the best of any
of the Borrowers' knowledge, there has occurred no default or Event
of Default under the Note or any other Loan Document and no event
which with notice or lapse of time or both would, if unremedied, be
a default or Event of Default under the Note or any other Loan
Document.
(f) Each of the Borrowers hereby ratify and confirm that it is fully
obligated under the Loan Documents and that the Loan Documents remain in full
force and effect as modified hereby. The Loan Documents, AND THE WARRANTS OF
ATTORNEY TO CONFESS JUDGMENT CONTAINED IN THE NOTE AND ANY OF THE OTHER LOAN
DOCUMENTS, extend to and secure the payment of the obligations of the Borrowers
under the Loan Documents (the "OBLIGATIONS"), as modified by this Modification
and the Other Modifications. Each of the Loan Documents remains in full force
and effect, as modified by this Modification and the Other Modifications and,
along with the Premises and the other Collateral, AND THE WARRANTS OF ATTORNEY
TO CONFESS JUDGMENT CONTAINED IN THE NOTE AND ANY OF THE OTHER LOAN DOCUMENTS,
extend to and continue to evidence and secure the Obligations and the Loan
Documents, each as modified by this Modification and the Other Modifications. To
the extent required in order to achieve the intent of this Modification, this
Modification shall be deemed to modify each of the Loan Documents.
(g) BORROWERS HEREBY CONFIRM AND AGREE THAT THEY HAVE NO CLAIM,
CAUSE OF ACTION, DEFENSE, SET-OFF, COUNTERCLAIM OR CHALLENGE OF ANY KIND OR
NATURE WHATSOEVER AGAINST THE PAYMENT OF ANY OF THE SUMS OWING UNDER THE NOTE OR
THE TERMS OF THE OTHER LOAN DOCUMENTS OR THE ENFORCEMENT OR VALIDITY OF THE NOTE
OR THE OTHER LOAN DOCUMENTS, AND DO HEREBY REMISE, RELEASE AND FOREVER DISCHARGE
ANY AND ALL SUCH CLAIMS, CAUSES OF ACTION, DEFENSES, SET-OFFS, COUNTERCLAIMS OR
CHALLENGES.
3. Amendment to Note. Borrowers and Lender hereby acknowledge and agree
that the term "Borrower" under the Note shall mean all of the Borrowers, each of
which hereby assumes, on a joint and several basis, all obligations of
"Borrower" thereunder and is otherwise obligated thereunder as if it were an
original signatory thereto. The Borrowers hereby agree that they are, or remain,
as the case may be, bound by the warrant of attorney to confess judgment as set
forth in the Note. The Borrowers hereby confirm that they have agreed to be
bound by the foregoing after receiving advice from counsel of their choosing
with regard to the same and further confirm that their agreement to be so bound
is based on a knowing, voluntary and intelligent decision.
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4. Amendment to the Loan Agreement.
(a) The following definitions in the Loan Agreement shall be amended
as indicated below:
(i) The term "Borrower" as defined in the Loan Agreement shall
mean the Borrowers.
(ii) The term "Loan Documents" as defined in the Loan Agreement
and the other Loan Documents shall be expanded to include the Deed of
Trust.
(iii) The term "Real Estate" as defined in the Loan Agreement
shall be expanded to include the Premises, and consequently, Exhibit
"B" to the Loan Agreement shall be amended to include the Premises.
(iv) The term "Collateral" and/or "Substitute Collateral " as
defined in the Loan Agreement shall be expanded to include the
Premises, and consequently, Exhibit "A" shall be amended to include the
Deed of Trust on the Premises.
(b) Revise the first sentence of Section 1.4 of the Loan Agreement
to read as follows:
Notwithstanding anything contained herein to the contrary, but
subject to the provisions of Section 4.4(b) herein, the aggregate
outstanding principal balance of the Line shall not exceed at any
time fifty percent (50%) of the Appraised Value of the Real Estate
(not including such of the Real Estate that has been released from
the lien of any Collateral Documents or that otherwise relates to a
Collateral Document that has been terminated or satisfied
("Borrowing Base")."
(c) Schedules 5.3, 5.4, 5.7, 5.13, 5.18, and 5.22 to the Loan
Agreement shall be replaced with the schedules attached hereto of the
same numbers to reflect the inclusion of RPI XXIV as a Borrower, and
any other changes.
(d) Exhibit "A" and Exhibit "B" to the Loan Agreement shall be
replaced with the exhibits attached hereto of the same letters to
reflect the inclusion of Premises as a Collateral and Substitute
Collateral, and any other changes.
5. Conditions Precedent. The obligation of Bank to effect the
modifications and agreements contained herein is subject to the conditions
precedent that:
(a) There has been no material adverse change in the financial or
operating condition of the Borrowers since the date of the last submission of
financial statements to Bank.
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(b) The Borrowers shall have paid Bank's counsel fees incurred in
connection with this Modification.
(c) Bank shall have received all of the following documents, each of
which shall be in form and substance satisfactory to Bank:
(i) Copies, certified in writing by the secretaries or assistant
secretaries of the Borrowers, of (a) resolutions of their
respective boards of directors evidencing approval of this
Modification and the other matters contemplated hereby, and (b)
each document evidencing other necessary action and approvals,
if any, with respect to this Modification;
(ii) Written certificates by each of the secretaries or
assistant secretaries of the Borrowers as to the names and
signatures of each Borrower's officers who are authorized to
sign this Modification, and the other documents or certificates
to be executed and delivered by it pursuant hereto;
(iii) Evidence satisfactory to Bank that each of the Borrowers'
(that were original Borrowers) articles of incorporation and
bylaws delivered to Bank on or about July 27, 1999 or April 30,
2002, as applicable, have not been amended in any way (or if
they have been amended, the nature of such amendment) and are in
full force and effect, and certified articles of incorporation
and by laws of all of the other Borrowers, as well as good
standing certificates issued by the secretary of state of the
state of incorporation of each Borrower and, in the case of RPI
XXIV, the Secretary of State of the State of Georgia;
(iv) A fully executed copy of this Modification and an Allonge
to Note adding RPI XXIV as a Borrower; and
(v) A commitment for a policy of title insurance (together with
an insured closing protection letter) in the form of the
standard loan policy adopted by the Commonwealth Land Title
Insurance Company or such other form as may be approved by
Lender and which shall: (i) insure Lender that the title to the
Premises is marketable and that the existing and future
structures, additions, fixtures, and improvements on the
Premises are free and clear of all liens, encumbrances and
exceptions to title except as may be approved by Lender; and
(ii) contain such endorsements as Lender may reasonably require
including, but not limited to, the following: public access,
survey, variable rate, open-end mortgage, and no violation of
conditions or covenants;
(vi) Such other documents as Bank may reasonably request in
connection with this Modification.
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6. Reaffirmation of Loan Documents, Accommodations and Collateral.
Borrowers hereby ratify and confirm that each of them is fully obligated under
the Loan Documents and that the Loan Documents remain in full force and effect
as modified hereby. The Collateral Documents and the other Loan Documents shall
remain in full force and effect and shall be deemed hereby to extend to and
secure the Obligations, including without limitation those created under this
Modification. To the extent required in order to achieve the intent of this
Modification, this Modification shall be deemed to modify each of the Loan
Documents and, along with the Real Estate and other other Collateral extend to
and continue to evidence and secure the Loan Documents and the Obligations as
modified by this Modification.
7. Miscellaneous.
(a) Paragraph headings used in this Modification are for convenience
only and shall not affect the construction of this Modification.
(b) From time to time, Borrowers will execute and deliver to Bank
such additional documents and will provide such additional information as Bank
may reasonably require, to carry out the terms of this Modification.
(c) Borrowers hereby indemnify, hold harmless, and upon request will
defend Bank and its shareholders, officers, directors, employees, attorneys and
agents, and their respective successors and assigns (collectively, the
"Indemnified Parties") from and against any and all claims and liabilities to
third parties, and will pay and reimburse to the Indemnified Parties all losses,
payments, reasonable costs and expenses associated therewith, or with Bank's
defense (including without limitation reasonable attorneys fees) which Bank may
suffer, incur or be exposed to by reason of or in connection with or rising out
of (i) the transactions evidenced by or referred to in or related to this
Modification or any of the Loan Documents, as modified by this Modification; and
(ii) any actions or omissions of any one or more of the Indemnified Parties
which conforms with the terms of this Modification or the Loan Documents, or is
in good faith and connected therewith or with the enforcement thereof; provided,
however, that the Indemnified Parties shall not be indemnified, defended or held
harmless for any consequential or indirect losses or damages, or any losses or
damages which were caused by the Indemnified Parties' willful misconduct or
gross negligence. The provisions of this paragraph shall survive any
cancellation, satisfaction, termination or modification of this Modification,
the Note, the Deed of Trust, the Mortgage, any other Loan Document, and the
repayment of the Loan.
(d) This Modification shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
(e) Borrowers shall pay all costs and expenses of Bank in connection
with the preparation, execution, delivery, administration and enforcement of
this Modification (including title charges and the fees and out-of-pocket costs
of counsel with respect hereto).
(f) This Modification may be signed in counterparts, all of which
when taken together shall constitute one and the same instrument.
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(g) BORROWERS ACKNOWLEDGE THAT THE NOTE AND OTHER LOAN DOCUMENTS
CONTAIN AUTHORIZATIONS TO CONFESS JUDGMENT AGAINST BORROWERS, THAT AT THE TIME
ORIGINAL BORROWERS EXECUTED THE NOTE AND THE OTHER LOAN DOCUMENTS BORROWERS
CONSULTED, AND IN CONNECTION WITH THE EXECUTION OF THIS MODIFICATION AND THE
EXECUTION OF THE DOCUMENTS AND INSTRUMENTS REQUIRED HEREBY HAVE CONSULTED LEGAL
COUNSEL WITH RESPECT THERETO AND THAT BORROWERS UNDERSTAND (AND AT THE TIME
BORROWERS EXECUTED THE NOTE AND OTHER LOAN DOCUMENTS BORROWERS UNDERSTOOD) THAT
THE EXERCISE BY BANK OF THE AUTHORIZATIONS WILL RESULT IN THE ENTRY OF A
JUDGMENT AGAINST BORROWERS AND THE SALE OR ATTACHMENT OF OR EXECUTION UPON
BORROWERS' PROPERTY (INCLUDING WITHOUT LIMITATION REAL PROPERTY, PERSONAL
PROPERTY AND BANK ACCOUNTS) WITHOUT PRIOR NOTICE OR THE OPPORTUNITY FOR A
HEARING.
SIGNATURE LINES FOLLOW ON NEXT PAGE.
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IN WITNESS WHEREOF, the parties hereto have executed this
Modification as of the date written above.
Witness/Attest: BORROWERS:
RESOURCE AMERICA, INC., a Delaware corporation
/s/ XXXXXX XXXXXXXX By: /s/ XXXX X. XXXXXXX
---------------------------------- ---------------------------------------------------
Xxxx X. Xxxxxxx, Senior Vice President
RESOURCE PROPERTIES XXIV, INC., a Delaware corporation
/s/ XXXXXX XXXXXXXX By: /s/ XXXX X. XXXXXXX
---------------------------------- ---------------------------------------------------
Xxxx X. Xxxxxxx, President
RESOURCE PROPERTIES XL, INC., a Delaware corporation
/s/ XXXXXX XXXXXXXX By: /s/ XXXX X. XXXXXXX
---------------------------------- ---------------------------------------------------
Xxxx X. Xxxxxxx, President
RESOURCE PROPERTIES XXX, INC., a Delaware corporation
/s/ XXXXXX XXXXXXXX By: /s/ XXXX X. XXXXXXX
---------------------------------- ---------------------------------------------------
Xxxx X. Xxxxxxx, President
RESOURCE PROPERTIES XXXI, INC., a Delaware corporation
/s/ XXXXXX XXXXXXXX By: /s/ XXXX X. XXXXXXX
---------------------------------- ---------------------------------------------------
Xxxx X. Xxxxxxx, President
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BANK:
SOVEREIGN BANK, a federal banking
association
Attest: /s/ XXXXXX XXXXXXXXX By: /s/ XXXXXXX X. XXXXXXXXXX
---------------------------------- ---------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
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STATE OF :
: SS
COUNTY OF :
BE IT REMEMBERED, that on this 29th day of September, 2005,
personally came before me, the Subscriber, a Notarial Officer for the State and
County aforesaid, Xxxx X. Xxxxxxx, the Senior Vice President of RESOURCE
AMERICA, INC., and the President of RESOURCE PROPERTIES XXIV, INC., RESOURCE
PROPERTIES XL, INC., RESOURCE PROPERTIES XXX, INC., and RESOURCE PROPERTIES
XXXI, INC., each a Delaware corporation, each existing under the laws of the
State of Delaware, party to this instrument, known to me personally to be such,
and acknowledged this instrument to be the act and deed of the aforesaid
corporations, that the signature of the officer thereto is in his own proper
handwriting, and that his act of sealing, executing, acknowledging and
delivering said instrument was duly authorized by the aforesaid corporations.
IN WITNESS WHEREOF, I have hereunto set may hand and official
seal.
__________________________________
Notary Public
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STATE OF :
: SS
COUNTY OF :
On this _____ day of September, 2005, before me, a Notary
Public, personally appeared Xxxxxxx X. Xxxxxxxxxx, who acknowledged that he is
Vice President of SOVEREIGN BANK, and that he being authorized to do so as such
officer, executed the foregoing instrument for the purposes therein contained..
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
__________________________________
Notary Public
My Commission Expires:
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EXHIBIT "A"
Collateral
----------
A. RESOURCE PROPERTIES XXXI, INC. (COUNTRYSIDE)
Collateral Assignment of (i) 11.25% Multi-Family Housing Revenue Bond,
Series 1987 (Section 8 Assisted-Seabrook Apartments Project) No. R-6
from CDC Funding Corporation I (Seabrook) in favor of Resource
Properties XXXI, Inc.; and (ii) Collateral Assignment of Deed-in-Lieu
of Foreclosure from Seabrook Associates Limited Partnership in favor of
Fleet National Bank.
B. RESOURCE PROPERTIES XXX, INC. (HEADHOUSE)
Collateral Assignment of (i) Leasehold Mortgage dated December 14, 1984
covering real property and improvements known as The Headhouses of
Piers 3 and 0 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxxxx, XX; (ii)
assignment of leases dated December 14, 1984; and (iii) assignment of
installment sale agreement dated December 14, 1984.
C. RESOURCE PROPERTIES XXXIV, INC. (FACTORS WALK-PHASE I)
Deed to Secure Debt in favor of Sovereign Bank
D. RESOURCE PROPERTIES XL, INC. (FACTORS WALK-PHASE II)
Deed to Secure Debt (Leasehold) in favor of Sovereign Bank
- 14 -
EXHIBIT "B"
Real Estate
-----------
1. 000 Xxxxxxxxx Xxxx, Xxxxx Xxxxxxxxx, Xxx Xxxxxx
2. 0-0 X. Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
3. 000-000 Xxxx Xxx Xxxxxx, Xxxxxxxx, Xxxxxxx
4. 000 Xxxx Xxx Xxxxxx, Xxxxxxxx Xxxxxxx
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SCHEDULE 5.3
Ownership Interests of Resulting Borrowers
------------------------------------------
1. Resource America, Inc. is a public company
2. Resource Properties XXX, Inc., Resource Properties XXXI, Inc.,
Resource Properties XXIV, Inc., and Resource Properties XL, Inc. are
all owned by Resource America, Inc.
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SCHEDULE 5.4
Stock Owned by Resulting Borrowers
----------------------------------
Resource America, Inc. owns 100% (except as otherwise noted) of all issued and
outstanding stock of:
1. Resource Financial Fund Management, Inc.
2. RAI Ventures, Inc.
3. Resource Capital Investor, Inc.
4. Resource Leasing, Inc.
5. Resource Real Estate Holdings, Inc.
6. Resource Real Estate Management, LLC
7. Resource Properties II, Inc.
8. Resource Properties IV, Inc.
9. Resource Properties VI, Inc.
10. Resource Properties VIII, Inc.
11. Resource Properties XII, Inc.
12. Resource Properties XIV, Inc.
13. Resource Properties XV, Inc.
14. Resource Properties XVII, Inc.
15. Resource Properties XVIII, Inc.
16. Resource Properties XX, Inc.
17. Resource Properties XXII, Inc.
18. Resource Properties XXIII, Inc.
19. Resource Properties XXIV, Inc.
20. Resource Properties XXV, Inc.
21. Resource Properties XXVI, Inc.
22. Resource Properties XXVII, Inc.
23. Resource Properties XXVIII, Inc.
24. Resource Properties XXIX, Inc.
25. Resource Properties XXX, Inc.
26. Resource Properties XXXI, Inc.
27. Resource Properties XXXII, Inc.
28. Resource Properties XXXIII, Inc.
29. Resource Properties XXXIV, Inc.
30. Resource Properties XXXV, Inc.
31. Resource Properties XXXVI, Inc.
32. Resource Properties XXXVIII, Inc.
33. Resource Properties XL, Inc.
34. Resource Properties XLI, Inc.
35. Resource Properties XLII, Inc.
36. Resource Properties XLIV, Inc.
37. Resource Properties XLVI, Inc.
38. Resource Properties XLVII, Inc.
39. Resource Properties XLIX, Inc.
- 17 -
40. Resource Properties, 50, Inc.
41. Resource Properties 51, Inc.
42. Resource Properties 52, Inc.
43. Resource Properties 53, Inc.
44. ABB Associates I, Inc. (50%)
45. ABB Associates II, Inc. (50%)
46. CP/GP, Inc.
47. Chesterfield Mortgage Investors, Inc.
48. RAI Financial, Inc.
49. Resource Commercial Mortgages, Inc.
50. Resource Financial Services, Inc.
51. Resource Housing Investors I, Inc.
52. Resource Housing Investors II, Inc.
53. Resource Housing Investors III, Inc.
54. Resource Housing Investors IV, Inc.
55. Resource Programs, Inc.
56. Resource Xxxxxxxxxxx, Inc.
57. WS Mortgage Acquisition Corporation
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SCHEDULE 5.7
Pending Litigation or Proceedings
---------------------------------
Pending litigation matters involving Resource America, Inc.:
1. Cherry, et al. v. Resource America, Inc., et al., New York Supreme Court,
Chautauqua County, No. K1-2000-171.
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SCHEDULE 5.13
Names and Addresses of Resulting Borrowers
------------------------------------------
Resource America, Inc. - Xxxxxxxx X. Xxxxx, Chief Executive Officer
Resource Properties XXX, Inc. - Xxxx X. Xxxxxxx, President
Resource Properties XXXI, Inc. - Xxxx X. Xxxxxxx, President
Resource Properties XL, Inc. - Xxxx X. Xxxxxxx, President
Resource Properties XXIV, Inc. - Xxxx X. Xxxxxxx, President
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
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SCHEDULE 5.18
Encumbrances
------------
The property and assets of Resulting Borrowers are not subject to any lien,
encumbrance or security interest except as set forth below:
1. 000 Xxxxxxxxx Xxxx, Xxxxx Xxxxxxxxx, Xxx Xxxxxx
a. Resource Properties XXXI, Inc. - $11,615,000 first priority
mortgage
b. Fleet Bank, N.A. - $10,000,000 second priority mortgage
x. Xxxxxx & Xxxxxxx - $21,431 third priority judgment lien
2. 3 - 0 X. Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
a. $3,400,000 Leasehold Mortgage held by Resource Properties XXX,
Inc.
3. 000-000 Xxxx Xxx Xxxxxx, Xxxxxxxx, Xxxxxxx
a. Resource Properties XL, Inc. has the leasehold interest in the
3rd, 4th and 5th floors of the Property
4. 000 Xxxx Xxx Xxxxxx, Xxxxxxxx, Xxxxxxx
a. Deed of Trust to Sovereign Bank
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SCHEDULE 5.22
Permitted Bank Accounts
-----------------------
Xxxxxx United Bank
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Resource Properties XXX, Inc.
80041-56064
00042-47108
Resource Properties XXXI, Inc.
42-73095
Resource Properties XL, Inc.
00042-73834
Resource Properties XXIV, Inc.
00042-27093
7500-66150
Resource America, Inc.
Commerce Bank, N.A.
Account #s: 800020521
7856770461
Sovereign Bank
0322035589
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