FIFTH MODIFICATION OF CREDIT AGREEMENT
THIS FIFTH MODIFICATION OF CREDIT AGREEMENT (this "Modification
Agreement") is entered into as of September 29, 1999, by and between
AMRESCO, INC., a Delaware corporation ("Borrower"), and BANK OF
AMERICA, N.A., formerly NationsBank, N.A., a national banking
association, as Administrative Agent ("Administrative Agent"), for and
on behalf of the Lenders (defined below).
W I T N E S S E T H:
WHEREAS, reference is made to the credit facilities made pursuant
to and governed by that certain Credit Agreement (as amended, the
"Credit Agreement") dated as of August 12, 1998, executed by and among
Borrower, Administrative Agent, Credit Suisse First Boston, as
Syndication Agent, and the financial institutions, funds and other
entities from time to time designated as "Lenders" therein (the
"Lenders"), as amended by (i) First Modification of Credit Agreement
dated as of September 17, 1998, (ii) Second Modification of Credit
Agreement dated as of November 30, 1998, (iii) Third Modification of
Credit Agreement and Consent (the "Third Modification") dated as of
February 28, 1999, and (iv) Fourth Modification of Credit Agreement
and Consent dated as of August 12, 1999 (each capitalized term used
but not otherwise defined herein shall be defined as set forth in the
Credit Agreement); and
WHEREAS, Borrower has requested certain modifications to the
Credit Agreement; and
WHEREAS, the Lenders, acting through Administrative Agent
pursuant to the Credit Agreement, have agreed to the requested
modifications, subject to and upon the terms and conditions contained
herein.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that, for and in
consideration of the terms, and conditions and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Administrative Agent, for
and on behalf of the Lenders, and Borrower hereby agree as follows:
1. Definition of Consolidated EBITDA. The definition of
Consolidated EBITDA shall be amended to read in its entirety as
follows:
"Consolidated EBITDA means, for any period, determined
in accordance with GAAP on a consolidated basis for Borrower
and its Subsidiaries, an amount equal to (a) the sum of
consolidated net income before taxes and extraordinary gains
or losses (as determined in accordance with GAAP), plus
depreciation, plus amortization, plus interest expense, each
as deducted in determining such consolidated net income
before taxes, less (b) write downs of retained interests in
securitizations (which includes, without limitation,
interest only strips, servicing rights and other similar
assets) for prior years to the extent prior year financial
statements are restated in the period of determination to
reflect such write downs and such write downs are not
included in calculating net income for the period of
determination, and less (c) non-cash income (created by gain
on sale accounting) included in consolidated net income
before taxes and extraordinary gains or losses as used in
clause (a) of this calculation of Consolidated EBITDA;
provided, however, that for all purposes hereunder, (i) the
losses related to the commercial mortgage banking and home
equity lending activities of Borrower and its Subsidiaries
(in an aggregate amount not to exceed $220,500,000) that
were reported in year-end 1998 Financial Statements of
Borrower shall not be included in calculating Consolidated
EBITDA and (ii) the following amounts shall be adjusted or
added back in the calculation of Consolidated EBITDA (but
without duplication), provided that no matter how such
adjustments are made they shall be subject to the stated
limitations: (A) write-downs of retained interests in home
equity securitizations up to a maximum amount of
$110,000,000; (B) the write-down of goodwill associated with
the acquisitions of the businesses that now consist of
Borrower's Subsidiary Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. up to a
maximum amount of $20,000,000; (C) the write-down of
goodwill associated with MIC up to a maximum amount of
$60,000,000; and (D) the write-down of goodwill associated
with Borrower's home equity lending division up to a maximum
amount of $10,000,000; provided, further, that the aggregate
amount added back in the calculation of Consolidated EBITDA
under clauses (A) through (D) shall not exceed
$187,500,000."
2. Covenant Amendments. The following amendments are made to
the referenced covenants contained in the Credit Agreement:
(a) Monthly Compliance Certificates. Section 7.1(c) of the
Credit Agreement is hereby amended to require Borrower to deliver the
certificate of an Authorized Officer, in substantially the form
attached as Exhibit C to the Credit Agreement as approved as to form
by Administrative Agent, on or before the twenty-fifth day of each
month (provided that if the twenty-fifth day is not a Business Day,
then such certificate shall be due on the next Business Day),
commencing on October 25, 1999, and continuing thereafter during the
terms of the Credit Facilities, unless otherwise provided in writing
by Administrative Agent (provided, that, such certificates may be
based on a modified GAAP basis reasonably acceptable to Administrative
Agent). Prior to January 31, 2000, the monthly compliance certificate
herein required shall contain an express statement that Borrower is
continuing to pursue the Lend-Lease Sale (as herein defined) or such
other actions disclosed to the Lenders which are reasonably
anticipated to enable Borrower to satisfy the financial covenants
contained in Sections 8.1 and 8.3 (as modified hereby) up to, and at,
January 31, 2000. The delivery of the certificates herein required is
in addition to, and not in lieu of, the required delivery of
certificates contained in Section 7.1(c). The failure of Borrower to
deliver the monthly compliance certificates herein required shall
constitute an Event of Default.
(b) Minimum Consolidated Net Worth: Section 8.1 of the Credit
Agreement, as previously amended in Third Modification, is hereby
amended to read in its entirety as follows:
"Section 8.1. Minimum Consolidated Tangible Net Worth.
Borrower shall not permit Consolidated Tangible Net Worth to
be less than (a) $215,000,000 during the period from
September 30, 1999, to (but not including) the date (the
"Change Date") that is the earlier to occur of (i) January
31, 2000, or (ii) the last day of the month in which
Borrower consummates the sale (the "Lend-Lease Sale") to
Lend Lease Real Estate Corporation and/or its affiliated
entity(ies) of the asset management, commercial mortgage
banking and servicing (Xxxxxxxx Xxxxxxxx Xxxxxx, X.X.,
AMRESCO Services, L.P. and AMRESCO Capital, L.P.) and real
estate structured finance business platforms through the
sale of stock, partnership interests and/or some or all of
the assets of the applicable operating entities, as
disclosed by Borrower to the Lenders, (b) from and after the
Change Date to (but not including) January 31, 2000,
$330,000,000, and (c) from January 31, 2000 and thereafter,
an amount equal to the sum of the greater of (i)
$330,000,000, or (ii) 85% of actual Consolidated Tangible
Net Worth on January 31, 2000, plus (A) eighty-five percent
(85%) of the cumulative Consolidated Net Income (exclusive
of gains and losses resulting from the Lend-Lease Sale) for
each calendar quarter commencing on January 1, 2000, through
the quarter ending immediately prior to, or on, the date as
of which compliance with this covenant is being measured,
plus (B) ninety percent (90%) of the amount of any proceeds
(less reasonable and customary transaction costs) received
by Borrower or its Subsidiaries from the issuance of any
additional shares of stock or other equity interests from
and after January 1, 2000."
(c) Interest/Dividend Coverage Ratio: Section 8.3 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"Section 8.3. Interest/Dividend Coverage Ratio.
Borrower shall not permit the Interest/Dividend Coverage
Ratio to be less than (a) 1.50 to 1.00 from the Closing Date
through September 29, 1999, (b) 1.02 to 1.00 from September
30, 1999, through January 30, 2000, (c) 1.55 to 1.00 from
January 31, 2000 through March 30, 2000, and (d) 1.35 to
1.00 from and after March 31, 2000."
(d) Asset Coverage Requirement: Section 8.4 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"Section 8.4. Capital Adequacy; Asset Coverage.
Borrower shall not permit an amount equal to Total
Consolidated Debt less fifty percent (50%) of the face value
of all Approved Subordinated Debt as of the last day of any
fiscal quarter of Borrower to exceed the Adjusted Asset
Amount at such time. In addition, Borrower shall not permit
the Asset Coverage Ratio to be less than 1.20 to 1.00 (the
"Asset Coverage Requirement"); provided, however, that
Borrower shall not be in violation of the Asset Coverage
Requirement if for no more than two months in any twelve
month period (which two months cannot be consecutive
months), the Asset Coverage Ratio is less than 1.20 to 1.00,
but is greater than 1.10 to 1.00, and Borrower has paid the
applicable Asset Coverage Variance Fee due to any such
occurrence."
(e) Eligible Assignees and Participations: The definition of
"Eligible Assignee" and Section 11.10(d) of the Credit Agreement are
hereby amended so that Borrower's approval shall not be required with
respect to any Eligible Assignee or participation, whether before or
after a Default or an Event of Default.
3. Foreign Subsidiary Guarantors. Notwithstanding anything to
the contrary in the Credit Agreement or any of the other Loan
Documents, from and after the date hereof all of the wholly-owned
direct Foreign Subsidiaries of Borrower and AMRESCO de Mexico
Equities, S.A. de C.V. (collectively, "Direct Foreign Subsidiaries")
shall be Guarantors; provided that any other Foreign Subsidiary,
whether or not directly owned by Borrower, may be added as a Guarantor
at the direction of Administrative Agent in its sole and absolute
discretion. In connection therewith, on or before November 15, 1999,
each Direct Foreign Subsidiary shall execute a Guaranty Agreement (or
a supplement to the existing Guaranty Agreement), a contribution and
indemnification agreement, a pledge agreement (or supplement to the
existing pledge agreement), any applicable financing statements, and a
power of attorney in favor of Borrower, together with all other
agreements, instruments, certificates, and other documents requested
by Administrative Agent, and shall deliver to Administrative Agent all
corporate certificates and resolutions, officer's certificates, legal
opinions and other items reasonably requested by Administrative Agent
to establish and evidence such guaranty by each of the Direct Foreign
Subsidiaries and to evidence and assure to the Lenders the proper
authorization for and enforceability of each such Guaranty Agreement
and related documents. Additionally, and without in any way limiting
the provisions of Section 5.1 of the Credit Agreement, upon the
request of Administrative Agent made any time and from time to time,
in Administrative Agent's sole and absolute discretion, Borrower shall
cause to be granted to Administrative Agent, on behalf of the Lenders,
a first priority lien, security interest or "fixed charge" on all
assets of any one or more Foreign Subsidiaries except to the extent
that they are precluded from doing so pursuant to an agreement
permitted by Section 8.12, and in connection therewith Borrower shall
cause to be delivered to Administrative Agent all agreements,
documents, instruments, legal opinions, and certificates of any kind
reasonably requested by Administrative Agent to establish and evidence
such security interest and lien and the authorization and
enforceability of the documentation related thereto. Accordingly,
Section 2.4 of the Credit Agreement is hereby amended such that it
shall apply for all purposes to Foreign Subsidiaries, and the words
"and Foreign Subsidiaries" shall be deleted from the parenthetical in
the third printed line thereof, except that the requirements for
execution of a Guaranty and related documents of Foreign Subsidiaries
that are not Direct Foreign Subsidiaries, and the execution of a
Security Agreement and Collateral Assignment by Foreign Subsidiaries
shall only apply to the extent required by Administrative Agent as
provided hereinabove. All parties hereto acknowledge and agree that
the provisions and covenants of this Paragraph 3 are a material
inducement to the Lenders' agreement to enter into this Modification
Agreement, and that Administrative Agent's execution of this
Modification Agreement, and the making of advances under the Credit
Agreement, directly benefits the Foreign Subsidiaries.
4. Collateral. Borrower shall take all actions and execute all
documents requested by Administrative Agent to continue, preserve and
protect Lender's perfected pledge of and security interest in all
Collateral, including without limitation, the Lockbox Accounts and the
deposit accounts of Borrower and its Subsidiaries.
5. Definition of Loan Documents. The definition of "Loan
Documents", as defined in the Credit Agreement and as used in the
Credit Agreement, the other Loan Documents and herein, shall be, and
is hereby, modified to include this Modification Agreement and any and
all documents executed in connection herewith.
6. Conditions Precedent to this Modification Agreement. As
conditions precedent to this Modification Agreement and the
modifications to the Credit Agreement pursuant hereto and the consents
granted hereunder, all of the following shall have been satisfied:
(a) Borrower and the Guarantors shall have executed and
delivered to Administrative Agent this Modification Agreement;
(b) Borrower shall have delivered to Administrative Agent all
corporate resolutions, consents, powers of attorney, certificates or
documents as Administrative Agent may request relating to (i) the
existence of Borrower, and (ii) the corporate and partnership
authority for the execution and validity of this Modification
Agreement, together with all other documents, instruments and
agreements and any other matters relevant hereto or thereto, all in
form and content satisfactory to Administrative Agent;
(c) Borrower shall have paid all applicable amendment,
administration and other fees as agreed in connection with this
Modification Agreement; and
(d) If applicable, Borrower shall have caused to be executed and
delivered to Administrative Agent a Supplement to the Loan Documents
to add any additional Subsidiaries of Borrower required pursuant to
Section 2.4 of the Credit Agreement as modified herein (but excluding
certain Foreign Subsidiaries as provided herein) as Guarantors under
the Guaranty Agreement, and as assigning or pledging parties under the
Collateral Assignment, the Security Agreement and the Pledge
Agreement, and Administrative Agent shall have received all such
corporate existence and authority documentation, resolutions and other
agreements, stock certificates and other equity ownership
certificates, stock powers, financing statements, instruments and
certificates as Administrative Agent shall reasonably require with
respect to such additional Guarantors. Borrower shall also have
caused to be executed and/or delivered to Administrative Agent such
modifications to the Stock Pledge Agreement and such stock
certificates of, or other evidences of equity interests in, the
Excluded Subsidiaries (with stock powers as applicable) to effectively
evidence and perfect the Lenders' security interests therein.
7. Reaffirmation of Debt and Liens. Borrower acknowledges and
agrees that it is well and truly indebted to the Lenders pursuant to
the terms of the Notes, the Credit Agreement and the other Loan
Documents, as modified hereby, and that all liens and security
interests securing the Obligations are and remain in full force and
effect.
8. No Implied Waivers. None of the amendments or modifications
provided for herein shall be deemed a consent to or waiver of any
breach of the same or any other covenant, condition or duty. Borrower
and the Guarantors acknowledge and understand that Administrative
Agent and the Lenders have no obligation to further amend or modify
the Credit Agreement, any of the other Loan Documents or any of the
terms, provisions or covenants thereof, and that Administrative Agent
and the Lenders have made no representations regarding any such
amendments or modifications. No failure or delay on the part of
Administrative Agent or any Lender in exercising, and no course of
dealing with respect to, any right, power or privilege under this
Modification Agreement, the Credit Agreement or any other Loan
Document shall operate as a waiver thereof or of the exercise of any
other right, power or privilege. Without limitation of the foregoing,
Borrower acknowledges and agrees that neither Administrative Agent nor
any Lender has consented to, or hereby consents to, the Lend-Lease
Sale, and that any release of Collateral or other actions required by
Administrative Agent and Lenders in connection with the Lend-Lease
Sale shall require the necessary approvals and actions of
Administrative Agent and Lenders as set forth in the Loan Documents.
9. Representations and Warranties. Borrower hereby represents
and warrants to Administrative Agent and the Lenders that (a) the
execution, delivery, and performance by the Borrower and the
Guarantors of this Modification Agreement and compliance with the
terms and provisions hereof (i) have been duly authorized by all
requisite action on the part of each such Person and do not, and (ii)
will not violate or conflict with, or result in a breach of, or
require any consent under (A) the articles of incorporation,
certificate of incorporation, bylaws, partnership agreement or other
organizational documents of any such Person, (B) any applicable law,
rule, or regulation or any order, writ, injunction, or decree of any
Governmental Authority or arbitrator, or (C) any material agreement or
instrument to which any such Person is a party or by which any of them
or any of their property is bound or subject, (b) the representations
and warranties contained in the Agreement, as amended hereby, and any
other Loan Document are true and correct in all material respects on
and as of the date hereof as though made on and as of the date hereof,
and (c) no Default has occurred and is continuing.
10. Release of Claims. Borrower and the Guarantors each hereby
acknowledge and agree that none of them has any and there are no
claims or offsets against or defenses or counterclaims to the terms
and provisions of or the obligations of Borrower, any Guarantor or any
Subsidiary created or evidenced by the Credit Agreement or any of the
other Loan Documents, and to the extent any such claims, offsets,
defenses or counterclaims exist, Borrower and each Guarantor hereby
waives (to the fullest extent permitted by applicable law), and hereby
releases each of Administrative Agent and each of the Lenders from,
any and all claims, offsets, defenses and counterclaims, whether known
or unknown, such waiver and release being with full knowledge and
understanding of the circumstances and effects of such waiver and
release and after having consulted legal counsel with respect thereto.
11. Ratification. Except as otherwise expressly modified by
this Modification Agreement, all terms and provisions of the Credit
Agreement (as previously modified), the Notes, and the other Loan
Documents shall remain unchanged and hereby are ratified and confirmed
and shall be and shall remain in full force and effect, enforceable in
accordance with their terms.
12. Payment of Expenses. Borrower shall pay to Administrative
Agent, for and on behalf of the Lenders, upon demand, the reasonable
attorneys' fees and expenses of Administrative Agent's counsel and all
filing and recording fees and other reasonable expenses incurred by
Administrative Agent in connection with this Modification Agreement.
13. Current Guarantors and Excluded Subsidiaries. Attached
hereto as Exhibit A is a correct and complete list of each of the
Subsidiaries of Borrower that are required to be "Guarantors" under
the Credit Agreement and related Loan Documents as of the date hereof,
indicating the initial Guarantors that executed the Credit Agreement,
the additional Guarantors added by a Supplement to the Loan Documents,
and the Direct Foreign Subsidiaries to be added as Guarantors pursuant
to Section 3 hereof. Attached hereto as Exhibit B is a replacement
Schedule V to the Credit Agreement which lists all of the Excluded
Subsidiaries as of the date hereof.
14. Further Assurances. Borrower shall execute and deliver to
Administrative Agent such other documents as may be necessary or as
may be required, in the opinion of Administrative Agent and/or counsel
to Administrative Agent, to effect the transactions contemplated
hereby and to create, evidence, perfect and protect the Lenders' Liens
and security interests, and the rights and remedies of Administrative
Agent and/or the Lenders under the Loan Documents.
15. Binding Agreement. This Modification Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto,
and the Lenders, and their respective legal representatives,
successors and assigns.
16. Enforceability. In the event the enforceability or validity
of any portion of this Modification Agreement, the Credit Agreement,
the Notes, or any of the other Loan Documents is challenged or
questioned, such provision shall be construed in accordance with, and
shall be governed by, whichever applicable federal or New York law
would uphold or would enforce such challenged or questioned provision.
17. Choice of Law. THIS MODIFICATION AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT FEDERAL LAWS
PREEMPT THE LAWS OF THE STATE OF NEW YORK.
18. Counterparts. This Modification Agreement may be executed
in multiple counterparts, all of which are identical, each of which
shall be deemed an original, and all of which counterparts together
shall constitute one and the same instrument.
19. Entire Agreement. This Modification Agreement, the Credit
Agreement and the Notes, together with the other Loan Documents,
contain the entire agreements between the parties relating to the
subject matter hereof and thereof and all prior agreements relative
thereto which are not contained herein or therein are terminated.
THIS MODIFICATION AGREEMENT AND THE OTHER WRITTEN INSTRUMENTS,
AGREEMENTS AND DOCUMENTS EXECUTED IN CONNECTION WITH THIS MODIFICATION
AGREEMENT, AND THE CREDIT AGREEMENT, THE NOTES, AND THE OTHER LOAN
DOCUMENTS, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES 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.
IN WITNESS WHEREOF, this Modification Agreement is executed
effective as of the date first written above.
BORROWER:
AMRESCO, INC., a Delaware corporation
By:
Name:
Title:
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., formerly NationsBank, N.A.,
a national banking association, as Administrative
Agent for the Lenders
By:
Xxxxxxxxx Xxxxxxxx,
Managing Director
ACKNOWLEDGED AND AGREED TO as of the
29th day of September, 1999, by:
GUARANTORS:
AFC EQUITIES INVESTORS, INC., f/k/a AFC EQUITIES, INC.
AFC EQUITIES MANAGEMENT, INC.
ALPINE, INC.
AMREIT HOLDINGS, INC.
AMREIT MANAGERS GP, INC.
AMRESCO ATLANTA INDUSTRIAL, INC.
AMRESCO BUILDERS GROUP, INC.
AMRESCO CAPITAL CONDUIT CORPORATION
AMRESCO CAPITAL LIMITED, INC.
AMRESCO CAPITAL, L.P.
AMRESCO CMF, INC.
AMRESCO COMMERCIAL FINANCE, INC.
AMRESCO CONSOLIDATION CORP.
AMRESCO EQUITY INVESTMENTS, INC.
AMRESCO EQUITY INVESTMENTS II, INC.
AMRESCO FINANCE AMERICA CORPORATION
AMRESCO FINANCIAL I, INC.
AMRESCO FINANCIAL I, L.P.
AMRESCO FUNDING CORPORATION
AMRESCO FUNDING OF GEORGIA, L.P.
AMRESCO FUNDING INVESTORS, INC.
AMRESCO FUNDING MANAGEMENT, INC.
AMRESCO FUNDING MID-ATLANTIC, INC.
AMRESCO FUNDING PACIFIC, INC.
AMRESCO INDEPENDENCE FUNDING, INC.
AMRESCO-INSTITUTIONAL, INC.
AMRESCO INVESTMENTS, INC.
AMRESCO MANAGEMENT, INC.
AMRESCO MBS-II, INC.
AMRESCO MORTGAGE CAPITAL LIMITED-I, INC.
AMRESCO MORTGAGE SERVICES LIMITED, INC.
AMRESCO NEW ENGLAND, L.P.
AMRESCO NEW ENGLAND II, L.P.
AMRESCO NEW ENGLAND, INC.
AMRESCO NEW ENGLAND II, INC.
AMRESCO NEW HAMPSHIRE, INC.
AMRESCO NEW HAMPSHIRE, L.P.
AMRESCO OVERSEAS, INC.
AMRESCO PORTFOLIO INVESTMENTS, INC.
AMRESCO PRINCIPAL MANAGERS I, INC.
AMRESCO PRINCIPAL MANAGERS II, INC.
AMRESCO RESIDENTIAL CAPITAL MARKETS, INC.
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RESIDENTIAL MORTGAGE CORPORATION
AMRESCO RESIDENTIAL PROPERTIES, INC.
AMRESCO RHODE ISLAND, INC.
AMRESCO SERVICES, L.P.
AMRESCO VENTURES, INC.
AMRESCO 1994-N2, INC.
AMRESCO TEXAS, INC.
ASSET MANAGEMENT RESOLUTION COMPANY
BEI 1992 - N1, INC.
BEI 1993 - N3, INC.
BEI 1994 - N1, INC.
BEI MULTI-POOL, INC.
BEI PORTFOLIO INVESTMENTS, INC.
BEI PORTFOLIO MANAGERS, INC.
BEI REAL ESTATE SERVICES, INC.
BEI SANJAC, INC.
COMMONWEALTH TRUST DEED SERVICES, INC.
ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
EXPRESS FUNDING, INC.
FINANCE AMERICA CORPORATION
GRANITE EQUITIES, INC.
XXXXXXXX XXXXXXXX XXXXXX, X.X.
LIFETIME HOMES, INC.
MSPI, INC.
MORTGAGE INVESTORS CORPORATION
OAK CLIFF FINANCIAL, INC.
PRESTON HOLLOW ASSET HOLDINGS, INC.
QUALITY FUNDING, INC.
AMRESCO INSURANCE SERVICES, INC.
AFC EQUITIES, L.P.
AMREIT MANAGERS, L.P.
AMRESCO-MBS I, INC.
AMRESCO MORTGAGE CAPITAL, INC.
HF ACQUISITION SUB, INC.
AMRESCO RECEIVABLES MANAGEMENT CORP.
AMRESCO CONSUMER RECEIVABLES CORPORATION
AMRESCO CONSUMER INVESTMENTS, L.P.
AMRESCO CONSUMER ACQUISITIONS CORP.
By: AMRESCO, INC., a Delaware corporation, as agent and attorney-in-fact
By:
Name:
Title:
DIRECT FOREIGN SUBSIDIARIES:
AMRESCO UK HOLDINGS LIMITED
By:
Name:
Title:
AMRESCO CANADA INC.
By:
Name:
Title:
AMRESCO EQUITIES CANADA INC.
By:
Name:
Title:
AMRESCO de MEXICO EQUITIES, S.A., de C.V.
By:
Name:
Title:
AMRESCO JAPAN, INC.
By:
Name:
Title:
EXHIBIT A
GUARANTOR SUBSIDIARIES OF BORROWER
AS OF SEPTEMBER 29, 1999
INITIAL GUARANTORS ON CREDIT AGREEMENT 8/12/98:
AFC EQUITIES INVESTORS, INC., f/k/a AFC EQUITIES, INC.
AFC EQUITIES MANAGEMENT, INC.
ALPINE, INC.
AMREIT HOLDINGS, INC.
AMREIT MANAGERS GP, INC.
AMRESCO ATLANTA INDUSTRIAL, INC.
AMRESCO BUILDERS GROUP, INC.
AMRESCO CAPITAL CONDUIT CORPORATION
AMRESCO CAPITAL LIMITED, INC.
AMRESCO CAPITAL, L.P.
AMRESCO CMF, INC.
AMRESCO COMMERCIAL FINANCE, INC.
AMRESCO CONSOLIDATION CORP.
AMRESCO EQUITY INVESTMENTS, INC.
AMRESCO EQUITY INVESTMENTS II, INC.
AMRESCO FINANCE AMERICA CORPORATION
AMRESCO FINANCIAL I, INC.
AMRESCO FINANCIAL I, L.P.
AMRESCO FUNDING CORPORATION
AMRESCO INDEPENDENCE FUNDING, INC.
AMRESCO-INSTITUTIONAL, INC.
AMRESCO INVESTMENTS, INC.
AMRESCO MANAGEMENT, INC.
AMRESCO MBS-II, INC.
AMRESCO MORTGAGE CAPITAL LIMITED-I, INC.
AMRESCO MORTGAGE SERVICES LIMITED, INC.
AMRESCO NEW ENGLAND, L.P.
AMRESCO NEW ENGLAND II, L.P.
AMRESCO NEW ENGLAND, INC.
AMRESCO NEW ENGLAND II, INC.
AMRESCO NEW HAMPSHIRE, INC.
AMRESCO NEW HAMPSHIRE, L.P.
AMRESCO OVERSEAS, INC.
AMRESCO PORTFOLIO INVESTMENTS, INC.
AMRESCO PRINCIPAL MANAGERS I, INC.
AMRESCO PRINCIPAL MANAGERS II, INC.
AMRESCO RESIDENTIAL CAPITAL MARKETS, INC.
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RESIDENTIAL MORTGAGE CORPORATION
AMRESCO RESIDENTIAL PROPERTIES, INC.
AMRESCO SERVICES, L.P.
AMRESCO VENTURES, INC.
AMRESCO 1994-N2, INC.
ASSET MANAGEMENT RESOLUTION COMPANY
BEI 1992 - N1, INC.
BEI 1993 - N3, INC.
BEI 1994 - N1, INC.
BEI MULTI-POOL, INC.
BEI PORTFOLIO INVESTMENTS, INC.
BEI PORTFOLIO MANAGERS, INC.
BEI REAL ESTATE SERVICES, INC.
BEI SANJAC, INC.
COMMONWEALTH TRUST DEED SERVICES, INC.
ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
EXPRESS FUNDING, INC.
FINANCE AMERICA CORPORATION
GRANITE EQUITIES, INC.
XXXXXXXX XXXXXXXX XXXXXX, X.X.
LIFETIME HOMES, INC.
MSPI, INC.
MORTGAGE INVESTORS CORPORATION
OAK CLIFF FINANCIAL, INC.
PRESTON HOLLOW ASSET HOLDINGS, INC.
QUALITY FUNDING, INC.
AMRESCO INSURANCE SERVICES, INC.
ADDITIONAL GUARANTORS BY SUPPLEMENT DATED 2/28/99:
AFC EQUITIES, L.P.
AMREIT MANAGERS, L.P.
AMRESCO-MBS I, INC.
AMRESCO MORTGAGE CAPITAL, INC.
HF ACQUISITION SUB, INC.
ADDITIONAL GUARANTORS BY SUPPLEMENT DATED MAY 31, 1999:
AMRESCO RECEIVABLES MANAGEMENT CORP.
AMRESCO CONSUMER RECEIVABLES CORPORATION
AMRESCO CONSUMER INVESTMENTS, L.P.
AMRESCO CONSUMER ACQUISITIONS CORP.
FOREIGN SUBSIDIARIES TO BE ADDED BY NOVEMBER 15, 1999:
AMRESCO UK HOLDINGS LIMITED
AMRESCO CANADA INC.
AMRESCO EQUITIES CANADA INC.
AMRESCO de MEXICO EQUITIES, S.A., de C.V.
AMRESCO JAPAN, INC.
EXHIBIT B
[As of September 29, 1999]
SCHEDULE V
List of Excluded Subsidiaries
Subsidiary Type Net Total Total
Worth Capital Assets
Invested
AMRESCO Leasing Corporation PO $ $ $
AMRESCO Residential Securities SPV
Corporation
AMRESCO Securities Inc. Broker/
Dealer
AMRESCO Advisors, Inc. Invest-
ment Ad.
AMRESCO - MBS III, Inc. SPV
AFBT - I, LLC PO
AFBT - II, LLC PO
AMRESCO Builders Funding Corp. SPV
00 Xxxxx XxXxxxx, LLC PO
Noble Building Investors, LLC PO
Oakmont Land Three, L.P. PO
ACLC Funding Corp. SPV
CLC Funding Corp. SPV
AMRESCO Securitized Net SPV
Interest Margin Trust 1999-1
AMRESCO Funding Trust I SPV
Independence Funding Holding SPV
Corporation
Independence Funding Holding SPV
Company, L.L.C.
AMRESCO Commercial Mortgage SPV
Funding I Corporation
AMRESCO Bureaus Investors, L.P. PO
AMRESCO RMBS I, Inc. SPV
AMRESCO LTD Investors, L.P. PO
AMRESCO Builders Financing Corp. SPV
ACFI Funding Corp. SPV
AMRESCO SBA Holdings, Inc. SPV ________ _________ _________
Total $ $ $
PO - Partially Owned
SPV - Bankruptcy Remote Special Purpose Entity
