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EXHIBIT 10.1
AMENDMENT NO. 3 TO
SECOND AMENDED AND RESTATED MORTGAGE WAREHOUSING AGREEMENT
THIS AMENDMENT ("Amendment") is dated as of July 13, 1998, by and
among Comerica Bank, a Michigan banking corporation ("Comerica"), Corestates
Bank, N.A., a national banking association ("CBNA"), Residential Funding
Corporation, a Delaware corporation ("RFC") and National City Bank of Kentucky,
a national banking association ("NCBank") (collectively, Comerica, CBNA, RFC and
NCBank are referred to as "Lenders"), Comerica Bank, as Agent for Lenders (in
such capacity, "Agent"), and Rock Financial Corporation, a Michigan corporation
("Borrower");
RECITALS:
A. Borrower, Agent and Lenders entered into a certain Second
Amended and Restated Mortgage Warehousing Agreement dated
November 13, 1997, as amended by Amendment No. 1 dated
January 30, 1998 and by Amendment No. 2 dated April 2, 1998 (as
amended, the "Agreement").
B. Borrower, Agent and Leaders desire to further amend the
Agreement as hereinafter set forth.
NOW THEREFORE, the parties hereto agree as follows:
1. The definition of "Overnight-based Rate" in Section 1.02 of the
Agreement is amended and restated to read in its entirety as follows:
"Overnight-based Rate means a per annum interest rate equal to
(i) in the case of Conforming Mortgage Loan Advances, 1.25% above the
Overnight Rate, (ii) in the case of Non-Conforming Mortgage Loan
Advances, 1.625% above the Overnight Rate, and (iii) in the case of
Second Mortgage Loan Advances, 2.5% above the Overnight Rate."
2. Section 6.15 of the Agreement is amended and restated to read in
its entirety as follows:
"6.15 Financial Covenants. To maintain at all times:
(i) Tangible Effective Net Worth in the minimum amount of
Twenty Million Dollars ($20,000,000).
(ii) a Leverage Ratio not to exceed 9.0 to 1.0.
(iii) a Current Ratio of not less than 1.5 to 1.0.
(iv) Working Capital of not less than Five Million
Dollars ($5,000,000).
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(v) a Securities Margin not to exceed .35."
3. Section 7.09 of the Agreement is amended and restated to read
in its entirety as follows:
"7.09 No Change in Management, Ownership or Control. Change in
any material respect its executive management, ownership or control of
its business operations. For purposes of this Section 7.09, if (i) Xxx
Xxxxxxx shall cease to own 35% or more of all issued and outstanding
classes of stock of Borrower, (ii) Xxx Xxxxxxx shall cease to be the
Chairman of the Board of Directors and Chief Executive Officer of
Borrower, or (iii) Xxxxx Xxxxx shall cease to be the President of
Borrower, then Borrower shall be in default of this Section 7.09."
4. Borrower hereby represents and warrants that, after giving
effect to the amendments contained herein, (a) execution, delivery and
performance of this Amendment, and any other documents and instruments required
under this Amendment, or the Agreement are within the Borrower's corporate
powers, have been duly authorized, are not in contravention of law or the terms
of Borrower's Articles of Incorporation or Bylaws, and do not require the
consent or approval of any governmental body, agency or authority, and this
Amendment and any other documents and instruments required under this Amendment
or the Agreement will be valid and binding in accordance with their terms; (b)
the continuing representations and warranties of Borrower set forth in Section 5
of the Agreement (Sections 5.01-5.16) are true and correct on and as of the date
herewith, with the same force and effect as if made on and as of the date
herewith; and (c) no Event of Default, or condition or event which, with the
giving of notice or the running of time, or both, would constitute an Event of
Default under the Agreement, has occurred and is continuing on or as of the date
hereof.
5. Except as expressly modified by this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.
6. This Amendment shall not become effective unless and until
Agent and the Lenders shall have received duly executed counterpart originals of
this Amendment.
7. Capitalized terms not defined herein shall have the meanings
ascribed to them in the Agreement.
8. This Amendment may be signed in any number of counterparts
and by different parties on separate counterparts, and each such counterpart
when executed and delivered shall constitute an original but all such
counterparts shall together constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date set forth above.
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