Exhibit 10.2
FOURTH AMENDMENT
TO
MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT
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THIS FOURTH AMENDMENT TO MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT
("Amendment") is made and dated as of June 1, 1999, by and between the Lenders
party hereto from time to time (as of the date hereof, being only SunTrust Bank,
Central Florida, National Association), SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION, a national banking association, individually and as agent for
Lenders, PREMIER BANCSHARES, INC., a Georgia corporation, and PREMIER LENDING
CORPORATION, a Georgia corporation. Capitalized terms not otherwise defined
herein are defined in Article I of the Existing Loan Agreement referred to
below.
R E C I T A L S
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A. Premier Bancshares and its direct Wholly-Owned Subsidiary, Premier
Lending, and Lenders are parties to that certain Mortgage Warehouse Loan and
Security Agreement dated as of April 15, 1998, as amended by a First Amendment
thereto dated as of October 30, 1998, a Second Amendment thereto dated as of
November 17, 1998 and a Third Amendment thereto dated as of March 31, 1999
(collectively, the "Existing Loan Agreement"), pursuant to which Premier Lending
and Premier Bancshares, as co-borrowers, have obtained Loans from the Lenders
which were parties to the Existing Loan Agreement on a revolving basis in the
maximum aggregate amount of $130,000,000.00.
B. Pursuant to Section 2.6 of the Existing Loan Agreement, Borrowers have
notified the Agent of their intention to terminate the Commitments, effective as
of June 1, 1999, but have requested that the Maturity Date of such revolving
credit be extended until August 1, 1999 in order to allow the outstanding Loans
to be repaid in the ordinary course of business from sales of the Mortgage Loans
to Approved Investors and, in connection therewith, that certain other
modifications be made to the Existing Agreement.
C. In order to accommodate Borrowers' request, Agent, in its capacity as a
Lender, has agreed, as of June 1, 1999, (i) to increase its Commitment and
advance Loans to Borrowers in an aggregate amount sufficient to pay off the
Loans heretofore made by the other Lenders, (ii) as evidence thereof, to
consolidate the resulting total outstanding indebtedness due to it from
Borrowers under the Existing Agreement into a single, non-revolving, renewal
promissory note with a final Maturity Date of August 1, 1999, and (iii) to make
certain other modifications to the Existing Agreement upon the terms and
conditions set forth herein.
ACCORDINGLY, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. Amendments to Existing Agreement. The Existing Agreement is amended as
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of the date first above written as follows:
1. The definition of "Maturity Date" in Section 1.1 Defined
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Terms of ARTICLE I DEFINITIONS of the Existing Agreement is
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hereby deleted in its entirety and the following new
definition is inserted in its place:
"Maturity Date"' shall mean August 1, 1999; provided
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that upon the written request of Borrowers to Agent, Lenders
may elect to extend the Maturity Date on such terms and
conditions as they deem appropriate in their sole discretion.
2. Section 2.1 Commitments and Borrowing Base of ARTICLE II
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AMOUNTS AND TERMS OF LOANS of the Existing Agreement is
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hereby amended to delete any obligation of Lenders to make
any further Loans to Borrowers after the date of this Fourth
Amendment. Accordingly, the line of credit contemplated by
the Existing Agreement shall no longer be on a revolving
basis and the aggregate amount outstanding thereunder as of
June 1, 1999, following the advances made by Agent in its
individual capacity as a Lender to Borrowers to pay off the
Loans of the other Lenders thereunder, shall be due and owing
solely to Agent in such individual capacity, shall be
evidenced by a Fourth Renewal Promissory Note dated the date
hereof from Borrowers in favor of Agent in its individual
capacity in the principal amount set forth in paragraph 2
below and shall be repaid in the manner and at the times
specified in the Existing Agreement.
3. SCHEDULE 1 Lenders and Commitments of the Existing Agreement
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is hereby modified to reflect SunTrust Bank, Central Florida,
National Association as the sole Lender in the Commitment
Amount of $ and Commitment Percentage of 100%.
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2. Acknowledgment of Outstanding Loans. Borrowers hereby acknowledge,
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certify and agree that pursuant to the
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Existing Agreement, Agent, in its individual capacity as a Lender, has
made Loans to Borrowers that are outstanding as of the date hereof in
the aggregate principal amount of $ ; Borrowers'
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obligation to pay the outstanding Loans to Agent is not subject to any
defense, claim, counterclaim, setoff, right of recoupment, abatement or
other determination; and the Loans are and shall continue to be
governed and secured by the terms and provisions of the Existing
Agreement as amended by this Amendment.
3. Ratification of Loan Documents. Borrowers hereby ratify and affirm
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each of the Loan Documents in their entirety, and acknowledge and agree
that (i) the Loan Documents are in full force and effect, (ii) all
representations and warranties contained therein are true and correct
on and as of the date hereof, (iii) Borrowers are in full compliance
with all covenants and agreements established thereunder, (iv) no Event
of Default or Potential Default exists thereunder and (v) the Loan
Documents are legal, valid and binding obligations of Borrowers and are
enforceable by Agent, on behalf of Lenders, against Borrowers in
accordance with their respective terms.
4. Counterparts. This Amendment may be signed in one or more counterpart
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copies, each of which constitutes an original, but all of which, when
taken together, shall constitute one agreement binding upon all of the
parties hereto.
5. Governing Law, Etc. This Amendment shall be governed by and construed
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in accordance with the applicable terms and provisions of Section 10.7
of ARTICLE X MISCELLANEOUS PROVISIONS of the Existing Agreement, which
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terms and provisions are incorporated herein by reference.
6. No Other Modifications. Except as hereby amended, no other term,
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condition or provision of the Existing Agreement shall be deemed
modified or amended, and this Amendment shall not be considered a
novation.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
as of the date first above written.
BORROWERS:
PREMIER BANCSHARES, INC.
By:
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
STATE OF GEORGIA
COUNTY OF
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On this day of , 1999, personally appeared Xxxxxx X. Xxxxxx,
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as Executive Vice President of PREMIER BANCSHARES, INC., a Georgia corporation,
and before me executed the attached Fourth Amendment to Mortgage Warehouse Loan
and Security Agreement, dated as of June 1, 1999, by and between SUNTRUST BANK,
CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Agent and Lender, and PREMIER
BANCSHARES, INC. and PREMIER LENDING CORPORATION, as Borrowers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
County and State last aforesaid.
Signature of Notary Public-State of Georgia
Print Name: Notary Public, State of Georgia
Personally Known
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Produced Identification
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Type of Identification:
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(NOTARIAL SEAL)
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PREMIER LENDING CORPORATION
By:
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Name: Xxxxxx X. Xxxxxx
Title: President
STATE OF GEORGIA
COUNTY OF
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On this day of , 1999, personally appeared Xxxxxx X. Xxxxxx,
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as President of PREMIER LENDING CORPORATION, a Georgia corporation, and before
me executed the attached Fourth Amendment to Mortgage Warehouse Loan and
Security Agreement, dated as of June 1, 1999, by and between SUNTRUST BANK,
CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Agent and Lender, and PREMIER
BANCSHARES, INC. and PREMIER LENDING CORPORATION, as Borrowers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
County and State last aforesaid.
Signature of Notary Public-State of Georgia
Print Name: Notary Public, State of Georgia
Personally Known
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Produced Identification
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Type of Identification:
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(NOTARIAL SEAL)
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AGENT/LENDER:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, As Agent and
as a Lender
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
STATE OF FLORIDA
COUNTY OF ORANGE
On this day of , 1999, personally appeared Xxxxxx X. Xxxxxxx,
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as Vice President of SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, and
before me executed the attached Fourth Amendment to Mortgage Warehouse Loan and
Security Agreement, dated as of June 1, 1999, by and between SUNTRUST BANK,
CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Agent and Lender, and PREMIER
BANCSHARES, INC. and PREMIER LENDING CORPORATION, as Borrowers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
County and State last aforesaid.
Signature of Notary Public-State of
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Print Name: Notary Public, State of
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Personally Known
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Produced Identification
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Type of Identification:
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(NOTARIAL SEAL)
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