FIRST AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT is entered into as of December 13, 1996, between FIRSTPLUS
FINANCIAL, INC., a Texas corporation ("BORROWER"), certain Lenders, BANK ONE,
TEXAS, N.A., as Administrative Agent for Lenders, and GUARANTY FEDERAL BANK
F.S.B., as Co-Agent for Lenders.
Borrower, Administrative Agent, Co-Agent, and Lenders are party to the
Credit Agreement (as renewed, extended, and amended, the "CREDIT AGREEMENT")
dated as of October 17, 1996, providing for loans to Borrower on a revolving
basis. Borrower, Administrative Agent, Co-Agent, and Lenders have agreed, upon
the following terms and conditions, to amend the Credit Agreement to provide
for, among other things, additional Permitted Debt and an increased Wet
Sublimit. Accordingly, for valuable and acknowledged consideration, the parties
agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this amendment,
(a) terms defined in the Credit Agreement have the same meanings when used in
this amendment and (b) references to "SECTIONS," "SCHEDULES," and "EXHIBITS" are
to the Credit Agreement's sections, schedules, and exhibits.
2. AMENDMENTS. The Credit Agreement is amended as follows:
(a) The definition of "Wet Sublimit" in SECTION 1.1 is entirely
amended as follows:
"WET SUBLIMIT" MEANS, AT ANY TIME, A PERCENTAGE OF
THE TOTAL COMMITMENTS, WHICH PERCENTAGE IS (A) 30%
FOR THE FIRST FIVE AND LAST FIVE BUSINESS DAYS OF
EACH CALENDAR MONTH, AND (B) 25% AT ALL OTHER
TIMES.
(b) SECTION 8.1(G) is entirely amended as follows:
(G) DEBT OUTSTANDING UNDER A LINE OF CREDIT
FACILITY WITH XXXXX XXXXXX REAL ESTATE SECURITIES,
INC. (OR AN AFFILIATE OF XXXXX XXXXXX REAL ESTATE
SECURITIES, INC. THAT IS ACCEPTABLE TO
ADMINISTRATIVE AGENT) IN AN AGGREGATE AMOUNT NOT
TO EXCEED $500,000,000, OF WHICH $100,000,000 IS
USED FOR TERM RESIDUAL FINANCING (SUCH LINE OF
CREDIT FACILITY BEING PERMITTED DEBT ONLY SO LONG
AS BANK ONE, TEXAS, N.A. IS THE COLLATERAL
CUSTODIAN FOR THIS FACILITY);
(c) SECTION 8.1(H) is entirely amended as follows:
(H) DEBT OUTSTANDING UNDER A REPURCHASE FACILITY
WITH BEAR XXXXXXX HOME EQUITY TRUST 1996-1 (OR AN
AFFILIATE OF BEAR XXXXXXX HOMES EQUITY TRUST 1996-1
THAT IS ACCEPTABLE TO ADMINISTRATIVE AGENT) IN
AN AGGREGATE AMOUNT NOT TO EXCEED $575,000,000, OF
WHICH $75,000,000 IS USED FOR TERM RESIDUAL
FINANCING (SO LONG AS BANK ONE, TEXAS, N.A. IS THE
COLLATERAL CUSTODIAN FOR THIS REPURCHASE
FACILITY); AND
(d) A new SECTION 8.1(I) is added as follows:
(I) DEBT OUTSTANDING UNDER A LINE OF CREDIT
FACILITY WITH XXXXXXX XXXXX (OR AN AFFILIATE OF
XXXXXXX XXXXX THAT IS ACCEPTABLE TO ADMINISTRATIVE
AGENT) IN AN AGGREGATE AMOUNT NOT TO EXCEED
$300,000,000 (SO LONG AS BANK ONE, TEXAS, N.A. IS
THE COLLATERAL CUSTODIAN FOR THIS LINE OF CREDIT
FACILITY).
(e) EXHIBIT C-5 is entirely amended -- and all references in the Loan
Documents to it are changed to -- the attached AMENDED EXHIBIT C-5.
3. CONDITIONS PRECEDENT. The foregoing is not effective unless
(a) Lenders, Borrower, and each other party set forth below execute counterparts
of this amendment, (b) Borrower delivers executed counterparts of this amendment
to Administrative Agent, and (c) all of the representations and warranties in
this amendment and in all other Loan Documents are true and correct as of -- and
as if made on -- the date of this amendment.
4. RATIFICATIONS. Borrower (a) ratifies and confirms all provisions of
the Loan Documents as amended by this amendment, (b) ratifies and confirms that
all guaranties, assurances, and Liens granted, conveyed, or assigned to
Administrative Agent for Lenders under the Loan Documents are not released,
reduced, or otherwise adversely affected by this amendment and continue to
guarantee, assure, and secure full payment and performance of the present and
future Obligation, and (c) agrees to perform such acts and duly authorized,
execute, acknowledge, deliver, file, and record such additional documents, and
certificates as Administrative Agent may request in order to create, perfect,
preserve, and protect those guaranties, assurances, and Liens.
5. REPRESENTATIONS. Borrower represents and warrants to Administrative
Agent and Lenders that as of the date of this amendment (a) all representations
and warranties in the Loan Documents are true and correct in all material
respects EXCEPT to the extent that (i) any of them speak to a different specific
date or (ii) the facts on which any of them were based have been changed by
transactions contemplated or permitted by the Credit Agreement, and (b) no
Material Adverse Event, Default or Potential Default exists.
6. MISCELLANEOUS. All references in the Loan Documents to the "CREDIT
AGREEMENT" refer to the Credit Agreement as amended by this amended. This
amendment in a "LOAN DOCUMENT" referred to in the Credit Agreement, then the
provisions relating to Loan Documents in SECTIONS 1 and 12 are incorporated in
this amendment by reference. Except as specifically amended and modified in
this amendment, the Credit Agreement is unchanged and continues in full force
and effect. This amendment may be executed in any number of counterparts with
the same effect as if all signatories had signed the same document. All
counterparts must be construed together to constitute one and the same
instrument. This amendment binds and inures to each of the undersigned and
their respective successors and permitted assigns, subject to SECTION 12.12.
THIS AMENDMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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EXECUTED as of the date first stated above.
FIRSTPLUS FINANCIAL, INC., BANK ONE, TEXAS, N.A., as ADMINISTRATIVE
as BORROWER AGENT and a LENDER
By /s/ XXXXX XXXXXXXXXX By /s/ XXXX XXXXXXX
----------------------------- ------------------------------
(Name) XXXXX XXXXXXXXXX (Name) XXXX XXXXXXX
------------------------- -------------------------
(Title) SENIOR VICE PRESIDENT (Title) VICE PRESIDENT
------------------------ -------------------------
GUARANTY FEDERAL BANK, F.S.B., as CO-
AGENT, and a LENDER
By /s/ X. XXXXX MENTIES
-------------------------------
(Name) X. XXXXX MENTIES
---------------------------
(Title) ASSISTANT VICE PRESIDENT
--------------------------
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