EXHIBIT 10.20
FIRST AMENDMENT TO
AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED WAREHOUSING CREDIT
AGREEMENT (the "First Amendment") is made and entered into as of the 31st day of
October, 2003, by and among (i) (a) UNITED FINANCIAL MORTGAGE CORP., an Illinois
corporation with its principal place of business located at 000 Xxxxxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxxxx 00000 ("United"), and (b) PORTLAND MORTGAGE
COMPANY, an Oregon corporation with its principal place of business located at
0000 X.X. 0xx Xxxxxx, #0000, Xxxxxxxx , Xxxxxx 00000 ("Portland") (collectively,
the "Company"), (ii) (a) NATIONAL CITY BANK OF KENTUCKY, a national banking
association with a place of business located at 000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 ("National City"), (b) BANK ONE, NA, a national
banking association with its principal place of business located in Chicago,
Illinois ("Bank One"), (c) WEST SUBURBAN BANK, an Illinois state banking
corporation with its principal place of business located at 000 X.
Xxxxxxxx-Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000 ("West Suburban"), (d) COMERICA
BANK, a Michigan banking corporation with its principal place of business
located at 000 Xxxxxxxx Xxxxxx, XX: 3256, Xxxxxxx, Xxxxxxxx 00000 ("Comerica"),
and (e) COLONIAL BANK, N.A., a national banking association with a principal
place of business located at 000 X. Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx
00000 ("Colonial") (National City, Bank One, West Suburban, Comerica and
Colonial are each individually referred to as a "Bank" and collectively as the
"Banks"), and (iii) NATIONAL CITY BANK OF KENTUCKY, in its capacity as Agent for
the Bank (in such capacity, the "Agent").
PRELIMINARY STATEMENT:
A. Pursuant to that certain Amended and Restated Warehousing Credit
Agreement dated as of August 1, 2003, among the Company, the Banks and the Agent
(the "Existing Credit Agreement"), the Banks have established a warehousing line
of credit facility in favor of the Company in the current maximum principal
amount of One Hundred Ten Million Dollars ($110,000,000.00), for the purposes
set forth therein.
B. The Company has now requested that the Agent and Banks amend the
Existing Credit Agreement to extend the stated Maturity Date to and until the
close of business on December 15, 2003.
C. The Agent and the Banks are willing to and desire to amend the
Existing Credit Agreement in the manner described above upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth in the Existing Credit Agreement and herein,
and for other good and valuable consideration, the mutuality, receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Each capitalized term used herein, unless otherwise expressly
defined herein, shall have the meaning set forth in the Existing Credit
Agreement.
2. The following definition, as contained in ARTICLE 1 of the Existing
Credit Agreement, is hereby amended and restated in its entirety to read as
follows:
"Maturity Date" shall mean December 15, 2003; provided that
the Agent and the Banks shall have the option, in their sole, absolute
discretion, either one time or from time to time, to extend the Maturity Date
for an additional period not to exceed three hundred sixty four (364) days. If
the Maturity Date is extended, the term "Maturity Date" shall mean the date of
expiration of such extension.
3. The Company represents and warrants that no Event of Default has
occurred to date under the Existing Credit Agreement or any other Loan Document
and that no Unmatured Event of Default currently exists under any of the Loan
Documents.
4. This First Amendment may be executed in one or more counterparts,
each of which shall constitute an original and all of the same shall constitute
one and the same instrument.
5. This First Amendment shall be effective as of the date of delivery
to the Agent of each of the following: (i) this First Amendment and each of the
other agreements and instruments referred to herein or related hereto, each duly
executed by each of the parties thereto, and (ii) all such other security
documents, opinions, instruments and certificates as may be required by the
Agent or its counsel in order to consummate the transactions contemplated
herein.
6. This First Amendment and the related writings and the respective
rights and obligations of the parties shall be governed by, and construed and
enforced in accordance with, the laws of the Commonwealth of Kentucky.
7. This First Amendment shall be binding upon, and shall inure to the
benefit of, the Company, the Banks and the Agent and their respective successors
and assigns.
8. This First Amendment and the agreements, instruments and other
documents referred to herein, constitute the entire agreement of the parties
with respect to, and supersede all prior understandings of the parties with
respect to the subject matter hereof. No change, modification, addition or
termination of this First Amendment shall be enforceable unless in writing
signed by the party against whom enforcement is sought.
9. Each of United and Portland hereby makes, declares, ratifies and/or
reaffirms, as applicable, all of the representations, warranties, covenants,
agreements and obligations set forth in the Existing Credit Agreement and each
of the other Loan Documents, as amended and modified hereby, as each of the same
apply to United and Portland individually or collectively as the Company (as
redefined herein), as applicable.
[The remainder of this page has intentionally been left blank]
2
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Warehousing Credit Agreement to be duly executed as of the day and year first
above written.
UNITED FINANCIAL MORTGAGE CORP.
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Title: President
PORTLAND MORTGAGE COMPANY
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Title: Chairman
(collectively, the "Company")
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Xxxx Xxxx
----------------------------------------
Title: Senior Vice President
-------------------------------------
BANK ONE, NA
By: /s/ Xxxxxx Xxxx
----------------------------------------
Title: Vice President
-------------------------------------
3
WEST SUBURBAN BANK
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------------------
Title: Senior Vice President
-------------------------------------
COMERICA BANK
By: /s/ Xxxxxx Xxxx
----------------------------------------
Title: Vice President
-------------------------------------
COLONIAL BANK
By: /s/ Xxx Xxxxxxxx
----------------------------------------
Title: Senior Vice President
-------------------------------------
(collectively, the "Banks")
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Xxxx Xxxx
----------------------------------------
Title: Senior Vice President
-------------------------------------
(the "Agent")
4
