HOMEGOLD, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
Household Commercial Financial Services, Inc.
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of May 2,
2000 as heretofore amended (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 make certain amendments to the
Credit Agreement and the Lender is willing to do so under the terms and
conditions set forth in this Amendment.
1. AMENDMENTS.
Upon your acceptance hereof in the space provided for that purpose below,
the Credit Agreement shall be and hereby is amended as follows:
1.1. Section 1.1 of the Credit Agreement shall be amending the definition of
Commitment contained therein in its entirety to read as follows:
"Commitment" means $50,000,000.
1.2. The definition of "Termination Date" contained in Section 1.1 of the
Credit Agreement shall be amended by deleting "April 30, 2001" appearing therein
and by substituting "December 31, 2000" therefor.
1.3. Section 2.9 of the Credit Agreement shall be amended in its entirety
and as so amended shall read as follows:
"Section 2.9 Extension of the Termination Date. The Borrower, pursuant
to a written request delivered to Lender not more than 45, nor less than 30
days prior to the then scheduled Termination Date, may request the Lender to
extend the Commitment for an additional period of one calendar quarter,
expiring on the last day of the calendar quarter immediately following the
then scheduled Termination Date. The Lender shall notify the Borrower within
15 days of its receipt of each such extension request whether it objects to
such extension in which event the Termination Date shall remain as
scheduled. In the event Lender shall either fail to respond or affirmatively
agree in
writing to such request, the Termination Date shall be extended for an
additional calendar quarter period as so requested. The foregoing to the
contrary notwithstanding, in no event shall the Termination Date be extended
beyond December 31, 2003 pursuant to the foregoing provisions."
1.4. Section 9 of the Credit Agreement shall be amended by adding a new
Section 9.17 at the end thereof which reads as follows:
"Section 9.17. Assignments. The Lender may, with the prior written
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed and, in any event, shall not be required for an assignment by Lender
to one of its Affiliates) at any time assign and delegate to another
financial institution or other Person (any Person to which such an
assignment and delegation is to be made being herein called "Assignee") all
of the Lenders' Loans and Commitment provided that the Borrower shall be
entitled to continue to deal solely and directly with the Lender in
connection with the interests so assigned until the date when all of the
following conditions shall have been satisfied:
(i) one (1) Business Day shall have passed after written notice of such
assignment and delegation (together with payment instructions, addresses and
related information with respect tot he Assignee) shall have been given to
the Borrower; and
(ii) the assigning Lender and the Assignee shall have executed and
delivered an Assignment Agreement and furnished a copy thereof to the
Borrower
From and after the date on which the conditions described above have been met,
the Assignee shall be deemed automatically to have become party hereto and shall
have the rights and obligations of the Lender hereunder and the assigning Lender
shall be released from its obligations hereunder. Within five Business Days
after effectiveness of any assignment and delegation, the Borrower shall execute
and deliver to the Assignee Lender a new Note (such Note to be in exchange for,
but not in payment of, the predecessor Note held by the assigning Lender). Each
such Note shall be dated the effective date of such assignment. The assigning
Lender shall xxxx the predecessor Note "exchanged" and deliver it to the
Borrower. Accrued interest on the predecessor Note shall be paid as provided in
the Assignment Agreement. Within five Business Days after requested to do so,
Borrower shall also execute and deliver such UCC and other Collateral
assignments as may be requested by Assignee Lender on the assigning Lender.
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment 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
Amendment.
2.2. The Guarantors shall have consented hereto in the space provided for
such purpose below.
2.3. Legal matters incident to the execution and delivery of this Amendment
shall be satisfactory to the Lender and its counsel.
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 Amendment to the extent the Lender or its counsel
may reasonably request.
3. REPRESENTATIONS.
In order to induce the Lender to execute and deliver this Amendment, 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 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 to this Amendment.
4. MISCELLANEOUS.
4.1 The Borrower and the 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 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 Amendment, the
Security Agreement remains in full force and effect and the rights and remedies
of the Lender thereunder, the obligations of the Borrower and 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 Amendment.
4.2. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement or
any other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect
to the Credit Agreement, any reference in any of such items to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended hereby.
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 Amendment, including the fees and expenses of
counsel for the Lender.
4.4. This Amendment 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 Amendment
by signing any such counterpart and each of such counterparts shall for all
purposes be deemed to be an original. This Amendment shall be governed by the
internal laws of the State of Illinois.
Dated as of September 20, 2000.
HOMEGOLD, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
Accepted and agreed to in Wood Dale, Illinois as of the date and year last
above written.
HOUSEHOLD COMMERCIAL FINANCIAL
SERVICES, INC.
By:________________________________________
Xxxxxxx X. Xxxxxxx
Vice President
CONSENT
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 Amendment to Credit 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 amendments 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:______________________________________
Its:_______________________________________
CAROLINA INVESTORS, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
PREMIER FINANCIAL SERVICES INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
LOAN PRO$, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
EMERGENT BUSINESS CAPITAL ASSET
BASED LENDING, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
XXXXX RIVER VENTURES, L.P.
By:________________________________________
Name:______________________________________
Its:_______________________________________
EMERGENT SBIC, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
EMERGENT COMMERCIAL MORTGAGE,
INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
EMERGENT BUSINESS CAPITAL, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
EMERGENT INSURANCE AGENCY CORP.
By:________________________________________
Name:______________________________________
Its:_______________________________________
EMERGENT MORTGAGE CORP. OF
TENNESSEE
By:________________________________________
Name:______________________________________
Its:_______________________________________
HOMEGOLD REALTY, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
