FIRST AMENDMENT TO
MORTGAGE LOAN WAREHOUSING AGREEMENT
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FIRST AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT (the "Amendment"),
dated as of March __, 1998 by and among EMERGENT MORTGAGE CORP. ("EMC"),
EMERGENT MORTGAGE CORP. OF TENNESSEE ("EMC-TN" and, together with EMC, the
"Companies" and each a "Company"), EMERGENT GROUP, INC. ("Guantor") the Lenders
party to the Credit Agreement (as defined below) (the "Lenders"), FIRST UNION
NATIONAL BANK as administrative agent for the Lenders (in such capacity, the
"Co-Agent").
STATEMENT OF PURPOSE
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WHEREAS, the Companies, the Lenders, the Administrative Agent and the
Co-Agent are parties to a Mortgage Loan Warehousing Agreement dated as of
December 10, 1997 (the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as set forth
below; and
WHEREAS, subject to and upon the terms and conditions herein set forth, the
Lenders and the Administrative Agent are willing to continue to make available
to the Companies the credit facilities provided for in the Credit Agreement; and
WHEREAS, a specific condition to the willingness of the Lenders and the
Administrative Agent to continue to make available to the Companies the credit
facilities provided for in the Credit Agreement, is the reaffirmation by the
Guarantor of the Guaranty to which the Guarantor is a party; and
WHEREAS, the Guarantor will derive a material benefit from the continued
availability to the Companies of the credit facilities provided for in the
Credit Agreement and therefore the Guarantor is willing to reaffirm the Guaranty
to which the Guarantor is a party;
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which are acknowledged by the parties hereto, the parties hereto hereby agree as
follows:
1. All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided to such terms in the Credit Agreement, as
amended hereby.
2. Amendments to the Credit Agreement.
a. The definition of the term "Maturity Date" contained in the Credit
Agreement is hereby deleted in its entirety and the following definition is
hereby substituted in lieu thereof:
"Maturity Date" shall mean the earlier of: (a) June 30, 1998, and (b) the
date the Lenders terminate their obligation to make further Loans hereunder
pursuant to Paragraph 8 above."
b. The parties hereto acknowledge that, effective as of March 31, 1998,
Emergent Mortgage Corp. shall have changed its name to "HomeGold, Inc." and that
from and after March 31, 1998 all references in the Credit Agreement and in the
other Credit Documents to "Emergent Mortgage Corp." or to "EMC" shall be deemed
to be references to "HomeGold, Inc." for all purposes.
3. This Amendment shall become effective as of the date hereof, provided
that the Administrative Agent shall have received by such date the following
items:
a. A copy of this Amendment executed by the Companies, the Guarantor,
each of the Lenders, the Administrative Agent and the Co-Agent (whether
such parties shall have signed the same or different copies);
b. A Reaffirmation of Guaranty of even date herewith in form and
substance satisfactory to the Administrative Agent executed by the
Guarantor;
c. UCC-3 Financing Statements in form and substance acceptable to
Administrative Agent listing the Companies as debtors and the
Administrative Agent as secured party and evidencing EMC's name change;
d. Certificates of even date herewith signed by the President or any
Vice President of each of the Companies and attested to by the Secretary or
any Assistant Secretary of each of the Companies certifying that (i) the
Articles, Bylaws and resolutions of such Company previously delivered to
the Administrative Agent remain in full force and effect except as provided
therein, (ii) such Company remains in good standing, (iii) all
representations and warranties of such Company previously made to the
Lenders remain true, complete and accurate, and (iv) no Event of Default or
Potential Default has occurred and is continuing; and
e. Resolutions of each of the Companies and the Guarantor authorizing
the execution of this Amendment.
4. This Amendment is limited and, except as set forth herein, shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement, or any other document or instrument entered into in connection
therewith.
5. This Amendment may be executed in any number of counterparts by the
different parties hereto on separate counterparts when executed and delivered
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shall be an original, but all of which together shall constitute one and the
same instrument. A complete set of counterparts shall be lodged with the
Companies and the Administrative Agent.
6. This Amendment and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the laws of the State of
North Carolina.
7. From and after the date hereof, all references in the Credit Agreement
and any other document or instrument entered into in connection herewith, to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
8. The Guarantor joins in the execution and delivery of this Amendment to
acknowledge and consent to the terms hereof and hereby reaffirms its obligations
under the Guaranty (as modified by the Reaffirmation of Guaranty) and agrees
that the Guaranty (as modified by the Reaffirmation of Guaranty) shall remain in
full force and effect with respect to the Obligations.
9. EACH OF THE LENDERS, THE ADMINISTRATIVE AGENT, THE CO-AGENT, THE
GUARANTOR AND EACH OF THE COMPANIES HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT ANY OF
THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF UNDER OR IN CONNECTION WITH THIS AMENDMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE LENDERS, THE ADMINISTRATIVE AGENT AND THE CO-AGENT TO ENTER INTO THIS
AMENDMENT.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
EMERGENT MORTGAGE CORP., a South Carolina
corporation
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: VP & Treasurer
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EMERGENT MORTGAGE CORP. OF TENNESSEE, a
South Carolina corporation
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: VP & Treasurer
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EMERGENT GROUP, INC., a South Carolina
corporation, as Guarantor
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: VP & Treasurer
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FIRST UNION NATIONAL BANK, a national banking
association, as Administrative Agent and as a
Lender
By:
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Name:
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Title:
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BANKBOSTON, N.A., a national banking
association, as Co-Agent and a Lender
By:
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Name:
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Title:
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BANK ONE TEXAS, N.A., a national banking
association
By:
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Name:
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Title:
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BANK UNITED, a federal savings bank
By:
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Name:
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Title:
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COMERCIA BANK, a Michigan banking corporation
By:
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Name:
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Title:
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By:
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Name:
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Title:
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THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association
By:
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Name:
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Title:
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GUARANTY FEDERAL BANK FSB, a federal savings
bank
By:
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Name:
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Title:
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NATIONAL CITY BANK OF KENTUCKY, a
national banking association
By:
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Name:
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Title:
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SOUTHTRUST BANK, N.A., a national banking
association
By:
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Name:
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Title:
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