HOMEGOLD, INC.
SECOND EXTENSION RE: FORBEARANCE AGREEMENT
Household Commercial Financial Services, Inc.
Wood Xxxx, Xxxxxxxx 00000
Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of May
2, 2000 as heretofore amended pursuant to, inter alia, that certain Third
Amendment to Credit Agreement and Forbearance Agreement dated as of October 25,
2000 as heretofore modified pursuant to that certain Extension Re: Forbearance
Agreement dated as of January 25, 2001 (the "Forbearance Agreement') (such
Credit Agreement as so amended being hereinafter referred to as the "Credit
Agreement') between the undersigned, Homegold, Inc., a South Carolina
corporation (the "Borrower"), and you (the "Lender'). All capitalized terms used
herein without definition shall have the same meanings herein as such terms have
in the Credit Agreement.
The Borrower has requested that the Lender extend its agreement to forbear
pursuant to the Forbearance Agreement from exercising its rights on account of
existing Events of Defaults by an additional month and the Lender is willing to
do so under the terms and conditions set forth in this Agreement.
1. EXTENSION OF FORBEARANCE.
Events of Default have occurred and are continuing under Section 8.1(b) of
the Credit Agreement as a result of the Borrower's non-compliance with the
covenants contained in Sections 7.14, 7.15 and 7.16 of the Credit Agreement.
Pursuant to the Forbearance Agreement, as an accommodation to Borrower
while not waiving any such Events of Default, but subject to compliance by
Borrower with the terms and conditions set forth in the Forbearance Agreement,
Lender agreed to (i) forebear through January 25, 2001 from accelerating the
Loans or exercising any rights and remedies to which it is entitled as a result
of the occurrence thereof except as provided therein and (u) continue to extend
Loans to the Borrower on the terms and conditions set forth in the Credit
Agreement.
Lender hereby agrees to extend the forbearance period provided for in the
Forbearance Agreement from February 25, 2001 to the earlier of (i) receipt by
Borrower from Lender of an amendment or an amended and restated credit agreement
setting forth the terms and conditions upon which Lender is willing to continue
extending credit to Borrower or (u) March 31, 2001 (the earlier of (i) or (u)
being hereinafter referred to as the "Extension Expiration Date') subject to
compliance by the Borrower with the terms and conditions of the Credit Agreement
and the Forbearance Agreement.
This agreement shall not establish a custom or course of dealing and does
not waive, limit or postpone any of Borrower's obligations under the Credit
Agreement, any of the Loan Documents or otherwise, and any discussions (written
or oral) which have occurred or which may hereafter occur are not, and shall not
be deemed to be, a waiver, limitation or postponement of any of Lender's rights
and remedies under the Credit Agreement, any of the Loan Documents or applicable
law, all of which rights and remedies are expressly reserved. This agreement
shall not become effective until the conditions precedent set forth in Section 2
hereof have been satisfied. This agreement shall expire on the Extension
Expiration Date at which time all terms and conditions of the Credit Agreement
shall apply without giving effect to the forbearance provided for herein and
Lender shall be entitled to exercise all rights and remedies available to it on
account of any Event of Default, whether existing as of the date hereof, the
date of the Forbearance Agreement or otherwise.
2. CONDITIONS PRECEDENT.
The effectiveness of this Agreement is subject to the satisfaction of all
of the following conditions precedent:
2.1 The Borrower and the Lender shall have executed and delivered
this Agreement.
2.2 The Corporate Guarantors and Xxxxxx X. Xxxxxxxx shall have consented
hereto in the space provided for such purpose below.
2.3 Legal matters incident to the execution and delivery of this Agreement
shall be satisfactory to the Lender and its counsel.
2.4 2.4 The Lender shall have received copies (executed or certified, as
may be appropriate) of all legal documents or proceedings taken in
connection with the execution and delivery of this Agreement to the
extent the Lender or its counsel may reasonably request.
3. REPRESENTATIONS.
In order to induce the Lender to execute and deliver this Agreement, the
Borrower hereby represents to the Lender that as of the date hereof, the
representations and warranties set forth in Section 5 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.5 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Lender) and except for the Events of
Default set forth in Section 1 hereof, the Borrower is in full compliance with
all of the terms and conditions of the Credit Agreement and no Default or Event
of Default has occurred and is continuing under the Credit Agreement or shall
result after giving effect hereof.
4. MISCELLANEOUS.
4.1 The Borrower and the Corporate Guarantors have heretofore executed and
delivered to the Lender that certain Security Agreement dated as of May 2, 2000
(the "Security Agreement'). The Borrower hereby, and the Corporate Guarantors by
their consent hereto in the space provided for that purpose below, each
acknowledges and agrees that, notwithstanding the execution and delivery of this
Agreement, the Security Agreement remains in full force and effect and the
rights and remedies of the Lender thereunder, the obligations of the Borrower
and Corporate Guarantors thereunder and the liens and security interests created
and provided for thereunder remain in full force and effect and shall not be
affected, impaired or discharged hereby. Nothing herein contained shall in any
manner affect or impair the priority of the liens and security interests created
and provided for by the Security Agreement as to the indebtedness which would be
secured thereby prior to giving effect to this Agreement.
4.2 The Credit Agreement shall continue in full force and effect in
accordance with its original terms.
4.3 The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Lender in connection with the negotiation, preparation,
execution and delivery of this Agreement, including the fees and expenses of
counsel for the Lender.
4.4 This Agreement may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Agreement by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Agreement shall be governed by the internal laws of the State of Illinois.
execution and delivery of this Agreement, the Security Agreement remains in full
force and effect and the rights and remedies of the Lender thereunder, the
obligations of the Borrower and Corporate Guarantors thereunder and the liens
and security interests created and provided for thereunder remain in full force
and effect and shall not be affected, impaired or discharged hereby. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Security Agreement as to
the indebtedness which would be secured thereby prior to giving effect to this
Agreement.
4.2 The Credit Agreement shall continue in full force and effect in
accordance with its original terms.
4.3 The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Lender in connection with the negotiation, preparation,
execution and delivery of this Agreement, including the fees and expenses of
counsel for the Lender.
4.4 This Agreement may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Agreement by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Agreement shall be governed by the internal laws of the State of Illinois.
Dated as of February 25, 2001.
HOMEGOLD, INC.
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
Accepted and agreed to in Wood Dale, Illinois as of the date and year last above
written.
HOUSEHOLD COMMERCIAL FINANCIAL SERVICES, INC.
By:
Name: Xxxxx X. Xxxxxx
Its: Vice President
CONSENT
A. CORPORATE GUARANTORS. The undersigned have heretofore executed and
delivered to the Lender (i) a Guaranty dated May 2, 2000 (the "Guaranty') and
(ii) a Security Agreement dated May 2, 2000 (the "Security Agreement'). Each of
the undersigned hereby consents to the Agreement set forth above and confirms
that the Guaranty and the Security Agreement remain in full force and effect in
accordance with the terms thereof. Each of the undersigned further agrees that
the consent of the undersigned to any further modifications to the Forbearance
Agreement or to the Credit Agreement shall not be required as a result of this
consent having been obtained, except to the extent, if any, required by the
Guaranty or Security Agreement.
HOMEGOLD FINANCIAL, INC.
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
CAROLINA INVESTORS, INC.
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
PREMIER FINANCIAL SERVICES INC.
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
LOAN PROS, INC.
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
EMERGENT BUSINESS CAPITAL ASSET BASED LENDING, INC.
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
XXXXX RIVER VENTURES, LP
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
EMERGENT SBI
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
EMERGENT COMMERCIAL MORTGAGE, INC.
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
EMERGENT BUSINESS CAPITAL, INC.
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
EMERGENT INSURANCE AGENCY CORP. By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
EMERGENT MORTGAGE CORP. OF TENNESSEE
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
HOMEGOLD REALTY, INC.
By:
Name: Xxxxxxx X. Xxxx
Its: Executive Vice President
B. INDIVIDUAL GUARANTOR. The undersigned has heretofore executed and
delivered to the Lender a Guaranty dated October 25, 2001 (the "Guaranty'). The
undersigned hereby consents to the Agreement set forth above and confirms that
the Guaranty remains in full force and effect in accordance with the terms
thereof. The undersigned further agrees that at the consent of the undersigned
to any further modifications to the Forbearance Agreement or to the Credit
Agreement shall not be required as a result of this con aving been obtained,
except to the extent, if any, required by the Guaranty.
XXXXXX X. XXXXXXXX
