CREDIT CONFIRMATION
AND NOTE AMENDMENT NO. 9
TO THE
FIRST AMENDED AND RESTATED
INTERIM WAREHOUSE AND SECURITY AGREEMENT
AND SECURED NOTE
Dated as of March 20, 2000
Reference is made to (x) the First Amended and Restated Interim
Warehouse and Security Agreement, dated as of June 9, 1997 (the "Interim
Warehouse Agreement") among Prudential Securities Credit Corporation (the
"Lender") and HomeAmerican Credit, Inc. d/b/a Upland Mortgage ("Upland"), New
Jersey Mortgage and Investment Corp. ("New Jersey Mortgage"), and American
Business Credit, Inc. ("ABC", and together with Upland and New Jersey Mortgage,
the "Borrowers"), as amended by Credit Increase Confirmation and Note Amendment
No. 1, dated as of September 30, 1997, Credit Increase Confirmation and Note
Amendment No. 2, dated as of December 22, 1997, Credit Increase Confirmation and
Note Amendment No. 3, dated as of March 30, 1998, Credit Increase Confirmation
and Note Amendment No. 4, dated May 29, 1998, Credit Increase Confirmation and
Note Amendment No. 5, dated June 30, 1998, Credit Increase Confirmation and Note
Amendment No. 6, dated July 31, 1998, Credit Increase Confirmation and Note
Amendment No. 7, dated August 27, 1998 and Credit Increase Confirmation and Note
Amendment No. 8, dated as of August 31, 1999, (y) the Secured Note, dated as of
December 22, 1997 (the "Note"), from the Borrowers to the Lender, and (z) the
Guaranty, dated as of June 9, 1997 (the "Guaranty"), from the Borrowers'
ultimate parent, American Business Financial Services, Inc. ("ABFS" or the
"Guarantor"), to the Lender.
WHEREAS, the Lender and the Borrowers desire to amend the Interim
Warehouse Agreement;
NOW THEREFORE, the Lender, the Borrowers and the Guarantor hereby amend
the Interim Warehouse Agreement, the Secured Note and the Guaranty as follows:
Section 1 Amendment of the Interim Warehouse Agreement and Note.
(a) The Introductory Clause of the Interim Warehouse Agreement is
hereby deleted in its entirety and replaced with the following:
This FIRST AMENDED AND RESTATED INTERIM WAREHOUSE AND
SECURITY AGREEMENT, dated as of June 9, 1997 (as amended or
otherwise modified from time to time, this "Agreement")
among PRUDENTIAL SECURITIES CREDIT CORP., LLC, a Delaware
limited liability company, having an office at 0000 X.
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (the "Lender"),
AMERICAN BUSINESS CREDIT, INC., a Pennsylvania corporation
having its principal office at 000 Xxxxxxxxxxxx Xxxxxxxxx,
Xxxx Xxxxxx, Xxxxxxxxxxxx 00000 ("ABC"), NEW JERSEY
MORTGAGE AND INVESTMENT CORP., a New Jersey corporation
having its principal office at 000 Xxxxxxxxxxxx Xxxxxxxxx,
Xxxx Xxxxxx, Xxxxxxxxxxxx 00000 ("New Jersey Mortgage"),
and HOMEAMERICAN CREDIT, INC. doing business as UPLAND
MORTGAGE, a Pennsylvania corporation, having its principal
office at 000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxx Xxxxxx,
Xxxxxxxxxxxx 00000 ("Upland", and together with ABC and New
Jersey Mortgage, the "Borrowers").
(b) The first sentence of Section I(A)(1) of the Interim Warehouse
Agreement is hereby deleted in its entirety and replaced with the following:
The Lender agrees to lend to the Borrowers an aggregate
amount equal to the lesser of (i) $150,000,000 (such
borrowing, the "Loan") to be made in one or more advances
(each, an "Advance"); provided, however, that, in no event
shall the outstanding debt owed to the Lender by the
Borrowers or any of their Affiliates (including, without
limitation, American Business Leasing, Inc. and Federal
Leasing Corp.) under any loan agreement (including, without
limitation, this Agreement) or in connection with any
indenture (including, without limitation, the Indenture
dated as of March 1, 2000 (the "MLWT 2000-1 Indenture")
between ABFS Mortgage Loan Warehouse Trust 2000-1, as
Issuer and The Chase Manhattan Bank, as Indenture Trustee)
exceed an aggregate amount of $150,000,000 and (ii) at any
time when funds are on deposit in a Pre-Funding Account (as
defined herein), the amount on deposit in such Pre-Funding
Account.
(c) The following is hereby added as Section 10(J) of the Interim
Warehouse Agreement:
Any "Event of Default" or any "Amortization Event" shall
have occurred under the MLWT 2000-1 Indenture, or any
"Servicer Event of Default" shall have occurred under the
Sale and Servicing Agreement dated as of March 1, 2000, by
and among ABFS Millenium, Inc., as Depositor, the
Borrowers, as Originators, ABFS, as Guarantor, ABFS
Mortgage Loan Warehouse Trust 2000-1, as Issuer, ABC as
Servicer and The Chase Manhattan Bank, as Indenture Trustee
and Collateral Agent.
Section 2 Amendment of the Guaranty.
Section 9, clause (v) of the Guaranty is hereby deleted in its entirety
and replaced with the following:
The Guarantor shall at no time have guarantees outstanding
in respect of obligations in excess of $325,000,000.
Section 3 Confirmation of the Interim Warehouse Agreement, the Note
and the Guaranty.
As amended by Section 1 and Section 2 hereof, all provisions of the
Interim Warehouse Agreement, the Note and the Guaranty, are reconfirmed as of
the date hereof. Each of the Borrowers and the Guarantor, in addition, hereby
reconfirms and remakes as of the date hereof each and every one of its
representations, warranties and covenants as set forth in the Interim Warehouse
Agreement, the Note or the Guaranty, as applicable.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
AMERICAN BUSINESS CREDIT, INC.,
as Borrower
By:
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Name:
Title:
HOMEAMERICAN CREDIT, INC. D/B/A
UPLAND MORTGAGE, as Borrower
By:
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Name:
Title:
NEW JERSEY MORTGAGE AND
INVESTMENT CORP., as Borrower
By:
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Name:
Title:
AMERICAN BUSINESS FINANCIAL
SERVICES, INC., as Guarantor
By:
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Name:
Title:
PRUDENTIAL SECURITIES CREDIT
CORP., LLC, as Lender
By:
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Name:
Title:
