FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AGREEMENT") is entered into
as of the 21st day of November, 1995, by and among AMRESCO, INC., a Delaware
corporation ("AMRESCO"), and the other entities designated as "Borrowers" on the
signature pages hereof (collectively, "BORROWERS") and NationsBank of Texas,
N.A., a national banking association, as agent ("AGENT"), for the Lenders
(collectively, "LENDERS"), as defined in the Loan Agreement (herein defined).
W I T N E S S E T H:
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WHEREAS, reference is made to the two revolving credit facilities in the
original aggregate principal amount of $175,000,000, governed by that certain
Revolving Loan Agreement (the "LOAN AGREEMENT") dated September 29, 1995,
executed by and among Lenders, Agent and Borrowers (each term used herein but
not otherwise defined herein shall be defined as set forth in the Loan
Agreement); and
WHEREAS, AMRESCO has duly authorized the creation of an issue of its 8%
Convertible Subordinated Debentures Due 2005 in the amount of $45,000,000, and
to provide therefor, AMRESCO has executed and delivered that certain Indenture
(herein so called) dated on or around November 21, 1995 by and between AMRESCO
and First Interstate Bank of Texas, N.A., as Trustee; and
WHEREAS, certain of the Lenders have agreed to increase their Loan
Commitment Amount; and
WHEREAS, Borrowers and Agent desire to amend Schedule I to the Loan
Agreement to reflect the changes in the Available Commitment resulting from the
funding of the Indenture and the increase in the Loan Commitment Amount of
certain of the Lenders.
A G R E E M E N T:
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NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That, for and in
consideration of the covenants and agreements set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Lenders, Borrowers and Agent hereby agree as
follows:
1. MODIFICATION OF SCHEDULE I; EXECUTION OF NEW NOTES. Borrowers and
Agent hereby agree that SCHEDULE I to the Loan Agreement is hereby deleted in
its entirety and replaced with SCHEDULE I attached hereto and incorporated
herein by reference for all purposes. Borrowers shall execute and deliver to
Agent (for
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delivery to the Lenders) amended and restated Notes in favor of Lenders to
reflect such changes made to SCHEDULE I.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BORROWERS. Each
Borrower hereby represents and warrants to, and agrees with, Agent and Lenders
as follows:
(a) AUTHORIZATION. The execution and delivery of this Agreement and
each other document executed herewith and the performance of all covenants
contemplated herein and therein have been duly authorized by each Borrower and
will not violate the articles of incorporation or bylaws of any Borrower or any
other material agreement to which any Borrower is a party, and the consent of no
other party or parties is required.
(b) NO CLAIMS OR DEFENSES. No Borrower has any offsets, claims,
counterclaims, defenses or other causes of action against Agent or any Lender
arising out of the Loans, the Loan Documents, the modifications of the Loans
pursuant to this Agreement, any document executed in connection herewith or
otherwise.
(c) BINDING OBLIGATION. This Agreement has been duly and validly
executed and delivered by each Borrower and constitutes a valid and legally
binding obligation of each Borrower enforceable in accordance with its terms,
except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization or other similar laws relating to or affecting
enforcement of creditors' rights generally.
3. NON-WAIVER OF RIGHTS OR REMEDIES. Except as otherwise set forth
herein, neither this Agreement nor any other document executed in connection
herewith constitutes or shall be deemed (a) a waiver of, or consent by Agent or
any Lender to any default or event of default which may exist or hereafter occur
under any of the Loan Documents, (b) a waiver by Agent or any Lender of any of
Borrowers' obligations under the Loan Documents, or (c) a waiver by Agent or any
Lender of any rights, offsets, claims, or other causes of action that Agent or
any Lender may have against any Borrower.
4. MODIFICATION EXPENSES. Borrowers agree to pay all legal fees and
other expenses incurred in connection with the preparation and negotiation of
this Agreement and each other document executed in connection herewith.
5. VALIDITY OF EXISTING DOCUMENTS. The Notes, the Loan Agreement and all
other Loan Documents, as modified hereby and by the other documents executed in
connection herewith, are each legal, valid, binding and enforceable in
accordance with their respective terms, are each in full force and effect, and
shall continue to inure to the benefit of and be binding upon each Borrower,
Agent and each Lender, and their respective successors and assigns.
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6. ADDITIONAL DOCUMENTATION. The parties hereto shall execute such other
documents as Agent or its counsel may reasonably request to effect the
transactions contemplated hereby and to protect the liens and security interests
of the Security Documents, as modified by this Agreement and the other documents
executed in connection herewith.
7. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
assigns.
8. CONFORMING PROVISIONS. Any and all of the terms and provisions of the
Notes, the Loan Agreement, the Security Documents and all of the other Loan
Documents, are hereby amended and modified wherever necessary, and even though
not specifically addressed herein, so as to conform to the amendments and
modifications thereto set forth in this Agreement and each other document
executed in connection herewith.
9. CAPTIONS. The captions, headings and arrangements used in this
Agreement are for convenience only and do not in any way affect, limit, amplify,
or modify the terms and provisions hereof.
10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
11. COUNTERPARTS. This Agreement may be executed in a number of duplicate
counterparts, each of which shall be deemed an original for all purposes, and
all of which, collectively, shall constitute one agreement.
12. NO ORAL AGREEMENTS. THIS AGREEMENT, TOGETHER WITH EACH OTHER DOCUMENT
EXECUTED IN CONNECTION HEREWITH AND LOAN DOCUMENT, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES HERETO CONCERNING THE MATTERS SET FORTH HEREIN,
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day, month and year first above written.
BORROWERS:
AMRESCO, INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx,
Treasurer
AMRESCO ASSET MARKETING ADVISORS, INC.
AMRESCO CANADA, INC.
AMRESCO CAPITAL CORPORATION
AMRESCO EQUITIES CANADA INC.
AMRESCO FINANCIAL I, INC.
AMRESCO FUNDING CORPORATION
AMRESCO GENERAL PARTNERS, INC.
f/k/a DAPA-3, INC.
AMRESCO INSTITUTIONAL, INC.
AMRESCO-MBS I, INC.
AMRESCO MANAGEMENT, INC.
f/k/a BEI MANAGEMENT, INC.
AMRESCO MORTGAGE CAPITAL, INC.
AMRESCO NEW ENGLAND II, INC.
AMRESCO NEW HAMPSHIRE, INC.
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RHODE ISLAND, INC.
AMRESCO SERVICES, INC.
AMRESCO SERVICES CANADA INC.
AMRESCO 1994-N2, INC.
XXX, INC.
ASSET MANAGEMENT RESOLUTION COMPANY
BEI 1992-N1, INC.
BEI 1993-N3, INC.
BEI 1994-N1, INC.
BEI GOLEMBE FINANCIAL, INC.
BEI INSTITUTIONAL MANAGEMENT, INC.
BEI MULTI-POOL, INC.
BEI PORTFOLIO INVESTMENTS, INC.
BEI PORTFOLIO MANAGERS, INC.
BEI REAL ESTATE SERVICES, INC.
BEI REAL ESTATE SERVICES OF CALIFORNIA,
INC.
BEI REAL ESTATE SERVICES OF COLORADO, INC.
BEI SANJAC, INC.
BEI SOUTHWEST, INC.
BEI VENTURES, INC.
ENT, INC.
ENT GREAT LAKES, INC.
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ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
GRANITE EQUITIES, INC.
XXXXXXXX XXXXXXXX, INC.
LIFETIME HOMES OF NEW JERSEY, INC.
LIFETIME HOMES OF SOUTH CAROLINA, INC.
LIFETIME INVESTMENTS OF NEW JERSEY, INC.
PRESTON HOLLOW ASSET HOLDINGS, INC.
SPINNAKER REALTY CORPORATION
V.N.J. CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, as
Treasurer for each of the above
companies
AGENT:
NATIONSBANK OF TEXAS, N.A.,
a national banking association, as
Agent for Lenders
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx,
Vice President
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