EXHIBIT 10.6
FIRST AMENDMENT TO RESTATED LOAN AND SECURITY AGREEMENT
-------------------------------------------------------
THIS AMENDMENT is entered into as of June 3, 1996, between ASSOCIATES
MORTGAGE FUNDING CORPORATION, a Delaware corporation (`Associates'), RYLAND
MORTGAGE COMPANY, an Ohio corporation (`Xxxxxx'), BANK ONE, TEXAS, N.A., as
Agent (`Agent'), and the Lenders executing this amendment.
Associates and Xxxxxx (the `Companies'), Agent, and certain lenders are
party to the Restated Loan and Security Agreement (as renewed, extended, and
amended, the `Loan Agreement') dated as of June 16, 1995. This amendment is
for the purpose of, among other things, extending the maturity date, changing
the interest rates, and revising and adding certain sublimits under the Loan
Agreement. Accordingly, for adequate and sufficient consideration, the
parties to this amendment agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this amendment (a)
terms defined in the Loan Agreement have the same meanings when used in this
amendment and (b) references to "Sections," "Schedules," and "Exhibits" are to
the Loan Agreement's sections, schedules, and exhibits.
2. AMENDMENTS. The Loan Agreement is amended as follows:
(a) Section 1.1 is amended to entirely add, delete, or amend the
following terms, as the case may be:
Applicable Margin means the following interest margin over a base rate
(i.e., either the Fed-Funds Rate or LIBOR) as applicable under this agreement:
Borrowing Base Rate Applicable Margin
--------- --------- -----------------
Warehouse Borrowings
(except Gestation Borrowings) Fed-Funds Rate 0.750%
LIBOR 0.625%
Gestation Borrowings Fed-Funds Rate 0.550%
LIBOR 0.450%
Receivables Borrowings Fed-Funds Rate 0.900%
LIBOR Not applicable
Working-Capital Borrowings Fed-Funds Rate 1.125%
LIBOR 1.000%
Closing Date means June 3, 1996.
Gestation Sublimit means not more than 50% of the Warehouse Sublimit.
Investment-Mortgage Loan Sublimit means $10,000,000.
Seasoned Loan means a Mortgage Loan that meets the requirements of being
an Eligible-Mortgage Loan except that it is originated to investor
specifications but delivered to Agent more than 180 days after the date
of the original promissory note.
Seasoned-Loan Sublimit means $10,000,000.
Stated-Termination Date means May 31, 1998.
(b) Section 3.18(b)(ii) is entirely amended as follows:
(ii) The amount of those commitment fees are a percentage per
annum - calculated on the basis of 12.5 basis points of the Commitment
Percentage of the Warehouse Sublimit, and 20 basis points of the Commitment
Percentage of the Receivables/Working-Capital Sublimit.
(c) Section 4.2(b)(ii) is amended in its entirety as follows:
(ii) In respect of the Servicing Portfolio, all present and
future:
Servicing Rights pertaining in any way to Xxxxxx'x
Servicing Contracts with FHLMC, FNMA, or GNMA,
together with all present and future sums paid or
payable to Xxxxxx on account of, or as a result of the
performance of, those Servicing Rights, whether as
compensation for the performance by Xxxxxx, damages
related to any of the foregoing, amounts payable upon
cancellation or termination thereof, or otherwise;
Servicing Receivables;
provided, however, that any of Xxxxxx'x Servicing
Portfolio sold within 180 days of origination shall be
deemed automatically released as Collateral without
any further action by the Companies, Agent, or any
other Lender.
(d) Section 4.10 is entirely amended as follows:
4.10 Release of Servicing Rights. In connection with any sale of
Servicing Rights [to the extent included as Collateral pursuant to Section
4.2(b) or otherwise] permitted by the Loan Papers, the Companies shall execute
and deliver to Agent a Request for Release and the appropriate Financing
Statement Changes in substantially the form of Exhibit D-4 for execution and
delivery by Agent, which Agent shall execute and return to the Companies
within seven days.
(e) Section 9.5 is entirely amended to read as follows:
9.5 Servicing Portfolio. (a) The sum of the Servicing Portfolio plus
the total unpaid-principal balance of all mortgage loans for which the
servicing rights are owned by any wholly-owned Subsidiary of Xxxxxx (a
"Servicing Subsidiary") may never be less than $4,000,000,000, and (b) the
total Eligible-Servicing Portfolio may never be less than $1,000,000,000.
(f) Item A(1)(e) on Schedule 1.1(c) is amended as follows:
(e) The Collateral Documents for which (i) are delivered to
Agent within 30 days after the date of the related promissory note (other than
an ARM Loan that has been converted to a fixed-interest rate or an Investment-
Mortgage Loan or -- subject to the Seasoned-Loan Sublimit -- a Seasoned Loan),
(ii) in compliance with all Laws, and (iii) are otherwise in form and
substance acceptable to Agent in its reasonable judgment.
(g) The first seven lines of Part B on Schedule 1.1(d) are entirely
amended as follows:
B. Borrowing Base for Mortgage Collateral means, at any time, an
amount equal to the sum of (a) the Borrowing Base for Eligible-Gestation
Collateral plus (b) 99% of the Market Value of all Eligible-Mortgage
Securities plus (c) an amount -- as reduced by any of the matters listed
below -- equal to the lesser of either:
- 98% of the greater of either the total outstanding principal
balance or the total Market Value of all Eligible-Mortgage Loans that is not
Eligible-Gestation Collateral, or
- if -- the total Market Value of all Eligible-Mortgage
Collateral that is not Eligible-Gestation Collateral is less than 98% of the
total outstanding principal balance thereof -- then 100% of the total Market
Value.
(h) Item B.3 on Schedule 1.1(d) is entirely amended as follows:
3. No more than (a) $10,000,000 may be included for all
Investment-Mortgage Loans and (b) 75% of the greater of either the total
outstanding principal balance or the Market Value of any Investment-Mortgage
Loan may be included.
(i) Item B.7 is added to Schedule 1.1(d) as follows:
7. No more than the Seasoned-Loan Sublimit may be included for
Seasoned Loans.
(j) Schedules 1.1(a) and 1.1(b) and Exhibits C-3 and C-6 are
respectively amended in the forms of - and each reference in the Loan Papers
to those schedules and exhibits are now to - the attached Amended
Schedules 1.1(a) and 1.1(b) and Amended Exhibits C-3 and C-6, respectively.
3. SETTLEMENT OF FUNDS.
-------------------
(a) In accordance with Section 2.5(d), Borrower has terminated the
Commitments of certain lenders party to the Loan Agreement before the
effectiveness of this amendment, and on the effective date of this amendment
Borrower shall pay to Agent for the account of those terminated lenders all
amounts owing to those lenders in accordance with Sections 2.5(d)(ii).
(b) In accordance with the amendments reflected in the attached
Amended Schedule 1.1(a), certain Lenders are added as parties to the Loan
Agreement by the effectiveness of this amendment, and on the effective date of
this amendment those Lenders shall each jointly and severally pay to Agent
their respective Commitment Percentages of the Principal Debt remaining after
the payments by Borrower under Paragraph 3(a) above.
(c) In accordance with the amendments reflected in the attached
Amended Schedule 1.1(a), certain Lenders have increased their respective
Commitments by the effectiveness of this amendment, and on the effective date
of this amendment those Lenders shall each jointly and severally pay to Agent
their respective increased Commitment Percentages of the Principal Debt
remaining after the payments by Borrower under Paragraph 3(a) above.
(d) In accordance with the amendments reflected in the attached
Amended Schedule 1.1(a), certain Lenders have decreased their respective
Commitments by the effectiveness of this amendment, and -- subject to the
receipt of payments of funds under clauses (b) and (c) above, Agent shall pay
to those Lenders their respective decreased Commitment Percentages of the
Principal Debt remaining after the payments by Borrower under Paragraph 3(a)
above.
Upon receipt of replacement Notes pursuant to this amendment, each Lender
severally agrees to return to Companies the Note or Notes being replaced.
4. CONDITIONS PRECEDENT. Paragraphs 2 and 3 above are not effective until
Agent receives (a) counterparts of this amendment executed by the Companies
and all Lenders, (b) replacement or new Notes, as the case may be, for each
Lender whose Commitment is changing or is new according to the amendments
reflected in the attached Amended Schedule 1.1(a), and (c) certifications
acceptable to Agent and its counsel as to the Companies' continuing existence,
power, and authority and the due authorization of this amendment and the Notes
delivered under this amendment.
5. REPRESENTATIONS AND WARRANTIES. The Companies jointly and severally
represent and warrant to Agent and Lenders that, as of the date of this
amendment and on the date of its execution (a) the representations and
warranties in the Loan Papers are true and correct in all material respects
except to the extent that (i) a representation or warranty speaks to a
specific date or (ii) the facts on which a representation or warranty is based
have changed by transactions or conditions contemplated or permitted by the
Loan Papers, and (b) no Default or Potential Default exists.
6. RATIFICATION. The Companies ratify and confirm (a) all provisions of
the Loan Papers as amended by this amendment and (b) that all guaranties,
assurances, and Liens granted, conveyed, or assigned to Agent or Lenders under
the Loan Papers -- as they may have been revised, extended, and amended --
continue to guarantee, assure, and secure the full payment and performance of
the Obligation (including, without limitation, all amounts evidenced now or in
the future by any note delivered under this amendment).
7. MISCELLANEOUS. All references in the Loan Papers to the "Loan Agreement"
are to the Loan Agreement, as amended by this amendment. This amendment is a
"Loan Paper" referred to in the Loan Agreement, and the provisions relating to
Loan Papers in the Loan Agreement are incorporated in this amendment by
reference. Except as specifically amended and modified in this amendment, the
Loan 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
AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE 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. This amendment binds and inures to the
Companies, Agent, Lenders, and their respective successors and permitted
assigns.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.
EXECUTED as of the day and year first stated above.
ASSOCIATES MORTGAGE FUNDING CORPORATION
By /s/ Xxxxxxxxx X. Xxxxxxxxxxx
----------------------------
Xxxxxxxxx X. Xxxxxxxxxxx, Treasurer
XXXXXX MORTGAGE COMPANY
By /s/ Xxxxxxx Xxxxx
-----------------
Xxxxxxx Xxxxx, President
BANK ONE, TEXAS, N.A., a Lender and Agent
By /s/ Xxxx Xxxxxxx
----------------
Xxxx X. Xxxxxxx, Vice President
BANK OF AMERICA, a Lender
By /s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx, Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED, a Lender
By /s/ J. Xxxxxxx Xxxxxx
---------------------
J. Xxxxxxx Xxxxxx, Senior Vice President
FIRST BANK NATIONAL ASSOCIATION, a Lender
By /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx, Vice President
THE FIRST NATIONAL BANK OF MARYLAND, a Lender
By /s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
Vice President
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a Lender
By /s/ Xxxxxxxx Xxxxxxx
--------------------
Xxxxxxxx Xxxxxxx
Corporate Banking Officer
GUARANTY FEDERAL BANK, F.S.B., a Lender
By /s/ Xxxxx X. Xxxxx
------------------
Xxxxx X. Xxxxx
Loan Officer
NBD BANK, a Lender
By /s/ Xxx X. Xxxxxxxxx
---------------------
Xxx X. Xxxxxxxxx, Vice President
NATIONSBANK OF TEXAS, N.A., a Lender
By /s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxxxx X. Xxxxxxxx, Senior Vice President
PNC BANK, KENTUCKY, INC., a Lender
By /s/ Xxxxx Xxxxxxx
-----------------
Xxxxx Xxxxxxx, Warehouse Lending Officer
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a Lender
By /s/ Xxxxxxx X. Xxxxx Xx.
------------------------
Xxxxxxx X. Xxxxx Xx.
Vice President
SUNTRUST BANK, ATLANTA, a Lender
By /s/ Xxxxx Xxxxx
----------------
Xxxxx Xxxxx, Vice President
By /s/ Xxxxxxxx Xxxx
-----------------
Xxxxxxxx Xxxx, Banking Officer
AMENDED SCHEDULE 1.1(a)
-----------------------
LENDERS AND COMMITMENTS
-----------------------
Receivables/
Working
Warehouse Capital
Name of Lender Commitment Commitment Total
-------------- --------- ----------- -------
Bank One, Texas, N.A.
Mortgage Finance Group
0000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx X Xxxxxxx, VP
Fed Tax ID 00-0000000
Tele 000-000-0000
Fax 000-000-0000 $51,000,000 $6,400,000 $57,400,000
Texas Commerce Bank National Association
717 Xxxxxx 7th Floor
07TCB South 56
Xxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxxx, Managing Director
Fed Tax ID 00-0000000
Tele 000-000-0000
Fax - 000-000-0000 45,000,000 5,500,000 50,500,000
Bank of America
Commercial Real Estate Services Division
Mortgage Warehousing 5134
00000 Xxxxx xx xx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxx Xxxxxx, VP
Tele - 000-000-0000
Fax - 000-000-0000 30,000,000 3,700,000 33,700,000
NationsBank of Texas, N.A.
Financial Institutions Department
000 Xxxx Xxxxxx, 00xx Xxxxx
XX#XX0-000-00-00
Xxxxxx, XX 00000-0000
Attn: Xxxxxxxxx X. Xxxxxxxx, Senior VP
Fed Tax ID 00-0000000
Tele - 000-000-0000
Fax - 000-000-0000 30,000,000 3,700,000 33,700,000
PNC Bank, Kentucky, Inc.
Warehouse Lending
000 Xxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Fed Tax ID 000000000
Tele: 000-000-0000
Fax - 000-000-0000 30,000,000 3,700,000 33,700,000
NBD Bank
One First Xxxxxxxx Xxxxx
Xxxx Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxxxx XxXxxxxx, Corporate Banking Officer
Fed Tax ID
Tele - 000-000-0000
Fax - 000-000-0000 25,000,000 3,000,000 28,000,000
Guaranty Federal Bank, F.S.B.
0000 Xxxxxxx Xxx., 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, VP
Fed Tax ID 00-0000000
Tele - 000-000-0000
Fax 000-000-0000 25,000,000 3,000,000 28,000,000
SunTrust Bank, Atlanta
00 Xxxx Xxxxx, X.X.
Mail Code 000, 00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxx, Banking Officer
Fed Tax ID 000000000
Tele - 000-000-0000
Fax - 000-000-0000 20,000,000 2,500,000 22,500,000
First Union National Bank of North Carolina
Capital Markets
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
000 Xxxxx Xxxxxxx Xx.
Xxxxxxxxx, XX 00000-0000
Attn: Xx. Xxxxxxxx Ellet, VP
Fed Tax ID: 00-0000000
Tele - 000-000-0000
Fax - 000-000-0000 20,000,000 2,500,000 22,500,000
The First National Bank of Maryland
00 Xxxxx Xxxxxxx Xxxxxx
Mail Code 101-744
Corporate Banking Division, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xx. Xxxxxx X. Xxxxxxxx, VP
Fed Tax ID
Tele - 000-000-0000
Fax - 000-000-0000 20,000,000 2,500,000 22,500,000
First Bank National Association
Mortgage Banking Services
First Bank Place/MPFP0801
000 Xxxxxx Xxx. Xxxxx
Xxxxxxxxxx, XX. 00000-0000
Attn: Xxxxxxx X. Xxxxxx, VP
Fed Tax ID 00-0000000
Tele: 000-000-0000
Fax: 000-000-0000 20,000,000 2,500,000 22,500,000
The Industrial Bank of Japan, Limited
New York Branch
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxxx
Fed Tax ID
Tele: 000-000-0000
Fax: 000-000-0000 9,000,000 1,000,000 10,000,000
------------ ----------- ------------
Total $325,000,000 $40,000,000 $365,000,000
============ =========== ============
AMENDED SCHEDULE 1.1(b)
-----------------------
WIRING INSTRUCTIONS
-------------------
Party Location of Account ABA#
-------------------------------------- -------------------- -----
Associates Mortgage Funding Corporation Chemical, Delaware 031100267
Xxxxxx Mortgage Company
Bank One, Texas, N.A. Bank One, Dallas 000000000
Bank of America Costa Mesa, California 000000000
First Bank National Association First Bank, Minn. 000000000
The First National Bank of Maryland First National,Baltimore 000000000
First Union National Bank of North Carolina First Union, Charlotte 000000000
Guaranty Federal Bank,F.S.B. Guaranty Federal,Dallas 000000000
The Industrial Bank of Japan, Limited New York 026008345
NationsBank of Texas, N.A. NationsBank,Dallas 000000000
NBD Bank NBD, Detroit 000000000
PNC Bank, Kentucky, Inc. PNC Kentucky, Louisville 000000000
Texas Commerce Bank National Association TCB, Houston 000000000
SunTrust Bank, Atlanta SunTrust,Atlanta 000000000
Account No. Attention/Phone No. Reference
-------------- ------------------------------- --------------
6301215806500 --- Paydown
0100073055 Xxxxxx Xxxxxx (000)000-0000 Xxxxxx Mtg.
56199-83980 Mr. Sandy Obnillas (000)000-0000
1702-2508-7585 Xxxxxxxx Xxxxxxx (000)000-0000 Asso/Xxxxxx
0301789102 Xxxxx Xxxxx (000)000-0000 00000004
n/a Xxxx Xxxxx (000)000-0000 Xxxxxx Mortgage
n/a Xxxxx Xxxxxx (000)000-0000 n/a
n/a Xxxxxxx Xxxxx (000)000-0000 Xxxxxx
129-200-088-3 Xxxx Xxxxxxx (000)000-0000 Xxxxxx Mtg.
(000)000-0000(fax)
0000000 Commercial Loan (000)000-0000 Assoc./Xxxxxx Mtg.
3000990597 Warehouse Lending Associates Mtg.
7001136825800 Xxxxxx Xxxxxx (000)000-0000
8892170730 Xxxxxx Xxxxxx (000)000-0000 Assoc. Mtg.
AMENDED EXHIBIT C-3
-------------------
BORROWING-BASE REPORT FOR MORTGAGE COLLATERAL
AGENT: Bank One, Texas, N.A. DATE: , 199
FOR: Associates Mortgage Funding Corporation and Xxxxxx Mortgage Company
This report is delivered to the Companies and Lenders under the Restated
Loan and Security Agreement (as renewed, extended, and amended, the "Loan
Agreement") dated as of June 16, 1995, between Associates Mortgage Funding
Corporation, Xxxxxx Mortgage Company, Agent, and certain lenders. Terms
defined in the Loan Agreement have the same meanings when used -- unless
otherwise defined - in this report. Agent has calculated the Borrowing Base
for Mortgage Collateral and its various components as of the date of this
report.
1. Borrowing Base (@ certain advance rates)
(a) B-Paper Loans (@ 95%) $
(b) Investment-Mortgage Loans (@ 75%) $
(c) Seasoned Loans (@ 98%) $
(d) Other Dry Borrowings (@ 98%) $
(e) Wet Borrowings (@ 98%) $
(f) Gestation Borrowings (@ 99%) $
(g) Mortgage Securities (@ 99%) $
(h) Borrowing Base for Mortgage Collateral - Total of Lines 1(a)
through 1(g) $
2. Principal Debt of Warehouse Borrowings
(a) Against B-Paper Loans $
(b) Against Investment-Mortgage Loans $
(c) Against Seasoned Loans $
(d) Other Dry Borrowings $
(e) Wet Borrowings $
(f) Gestation Borrowings $
(g) Mortgage Securities $
(h) Principal Debt of Warehouse Borrowings - Total of Lines 2(a)
through 2(g) $
3. B-Paper Loans Availability
(a) B-Paper Sublimit $20,000,000
(b) Lesser of either Line 1(a) or Line 3(a) $
(c) Line 3(b) minus Line 2(a) - Maximum Borrowings against B-Paper
Loans if positive or Borrowing Excess if negative $
4. Investment-Mortgage Loan Availability
(a) Investment-Mortgage Loan Sublimit $10,000,000
(b) Lesser of either Line 1(b) or Line 4(a) $
(c) Line 4(b) minus Line 2(b) - Maximum Borrowings against
Investment-Mortgage Loans if positive or Borrowing Excess if negative $
5. Other Dry Borrowing Availability
(a) Warehouse Sublimit $325,000,000
(b) Line 5(a) minus Lines 2(a), 2(b), 2(c), 2(e), 2(f), and 2(g) $
(c) Lesser of either Line 1(d) or Line 5(b) $
(d) Line 5(c) minus Line 2(d) -- maximum other Dry Borrowings if
positive or Borrowing Excess if negative $
6. Wet Borrowings Availability
(a) Wet Sublimit [30% of Line 5(a)] $
(b) Lesser of either Line 1(e) or Line 6(a) $
(c) Line 6(b) minus Line 2(e) - Maximum Wet Borrowings if positive
or Borrowing Excess if negative $
7. Gestation Borrowing Availability
(a) Gestation Sublimit [50% of Line 5(a)] $
(b) Lesser of either Line 1(f) or Line 7(a) $
(c) Line 7(b) minus Line 2(f) - Maximum Gestation Borrowing if
positive or Borrowing Excess if negative $
8. Seasoned Loan Availability
(a) Seasoned-Loan Sublimit $10,000,000
(b) Lesser of either Line 1(c) or Line 8(a) $
(c) Line 8(b) minus Line 2(c) - Maximum Borrowings against Seasoned
Loans if positive or Borrowing Excess if negative $
The Principal Debt of Warehouse Borrowings to each Lender is as follows:
Lender Commitment Share
Percentage of
Lender of Line 5(a) Line 2(h)
Bank One, Texas, N.A. % $
Bank of America % $
First Bank National Association % $
The First National Bank of Maryland % $
First Union National Bank
of North Carolina % $
Guaranty Federal Bank, F.S.B. % $
The Industrial Bank of Japan, Limited % $
NationsBank of Texas, N.A. % $
NBD Bank % $
PNC Bank, Kentucky, Inc. % $
Texas Commerce Bank National Association % $
Sun Trust Bank, Atlanta % $
In additional to the above, the total Commitment Usage does not exceed
the lesser of either (i) the total Commitments or (ii) the total Borrowing
Base.
BANK ONE, TEXAS, N.A., Agent
By
-------------------------
(Name)
--------------------------
(Title)
--------------------------
AMENDED EXHIBIT C-6
-------------------
COMPLIANCE CERTIFICATE
----------------------
AGENT: Bank One, Texas, N.A. DATE: , 19
ASSOCIATES: Associates Mortgage Funding Corporation
XXXXXX: Xxxxxx Mortgage Company
SUBJECT PERIOD: ended , 199
This certificate is delivered under the Restated Loan and Security
Agreement (as renewed, extended, and amended, the "Loan Agreement") dated as
of June 16, 1995, between Associates, Xxxxxx, Agent, and certain lenders.
Terms defined in the Loan Agreement have the same meanings when used - unless
otherwise defined - in this certificate.
Solely on behalf of the Company for which each undersigned officer has
executed this certificate, that undersigned officer certifies to Agent and
Lenders, that on the date of this certificate:
1. That undersigned officer is the officer of that Company designated
below.
2. That Company's consolidated Financial Statements that are attached
to this certificate were prepared in accordance with GAAP and present fairly
that Company's consolidated financial position and results of operations as
of -- and for the one, two, or three quarters of fiscal year, as the case may
be, ending on -- the last day of the Subject Period.
3. That undersigned officer supervised a review of that Company's
activities during the Subject Period in respect of the following matters and
has determined the following: (a) To that undersigned officer's best
knowledge, except to the extent that (i) a representation or warranty speaks
to a specific date or (ii) the facts on which a representation or warranty is
based have changed by transactions or conditions contemplated or permitted by
the Loan Papers, that Company's representations and warranties in Section 6 of
the Loan Agreement are true and correct in all material respects, other than
for the changes, if any, described on the attached Schedule 1; (b) that
Company has complied with all of its obligations under the Loan Papers, other
than for the deviations, if any, described on the attached Schedule 1; (c) no
Default or Potential Default exists or is imminent, other than those, if any,
described on the attached Schedule 1; and (d) that Company's compliance with
the financial covenants in Section 9 of the Loan Agreement is accurately
calculated on the attached Schedule 1.
(Name)
(Title)
(Name)
(Title)
SCHEDULE 1
----------
A. Describe deviations from compliance with obligations, if any -
clause 3(b) of attached Compliance Certificate - if none, so state:
B. Describe Potential Defaults or Defaults, if any - clause 3(c) of
the attached Compliance Certificate - if none, so state:
C. Calculate compliance with covenants in Section 9 at end of Subject
Period (on a consolidated basis) - clause 3(d) of the attached Compliance
Certificate:
Covenant At End of Subject Period
1. Associates' Stockholders' Equity
- Sec. 9.1(a) (quarterly)
(a) Actual $
(b) Minimum $1,000,000
2. Xxxxxx'x Adjusted-Net Worth
- Sec. 9.1(b) (quarterly)
(a) Stockholder's equity $
(b) Loans and advances deducted
under Item 13 on Schedule 8.3 $
(c) Actual - Line 2(a) minus Line 2(b) $
(d) Minimum $40,000,000
3. Xxxxxx'x Adjusted-Tangible-Net Worth
- Sec. 9.1(c) (quarterly)
(a) Subordinated long-term Debt
maturing no earlier than June 30, 1998 $
(b) 1% of Eligible-Servicing Portfolio $
(c) Net-book-value of Servicing Rights $
(d) Goodwill, etc. $
(e) Patents, etc. $
(f) Other intangibles $
(g) Actual - Line 2(c) plus Lines 3(a)
and 3(b) minus Lines 3(c) through 3(f) $
(h) Minimum $55,000,000
4. Xxxxxx'x Leverage Ratio - Sec. 9.2 (quarterly)
(a) Total liabilities $
(b) Repurchase obligations permitted
to be excluded $
(c) Line 4(a) minus Line 4(b) $
(d) Actual - Ratio of Line 4(c) to
Line 3(g) - to -
(e) Maximum 8.0 to 1.0
5. Associates' Net Income - Sec. 9.3 (annually)
(a) Actual $
(b) Minimum $1.00
6. Xxxxxx'x Cash Flow - Sec. 9.4 (rolling 4 quarters)
(a) Net income or loss $
(b) Amortization $
(c) Depreciation $
(d) Other noncash charges $
(e) Actual - Total of Lines 6(a)
through 6(d) $
(f) Minimum $1.00
7. Servicing Portfolio - Sec. 9.5
(a) Actual - Servicing Portfolio
(Xxxxxx and any Subsidiary) $ billion
(b) Minimum $4.0 billion
(c) Actual Eligible-Servicing Portfolio
(Xxxxxx only) $ billion
(d) Minimum $ 1 billion
