EXHIBIT 10.15
FIFTH AMENDMENT
TO
WAREHOUSING CREDIT AND SECURITY AGREEMENT
This FIFTH Amendment to Warehousing Credit and Security Agreement (the
"Amendment") is dated as of the 29th day of December, 1997 by and among PREMIER
MORTGAGE CORPORATION, d/b/a PMC MORTGAGE ("PMC"), RF PROPERTIES CORP. ("RF
Properties"), 66 Properties Corp. ("66 Properties"), Jericho Properties Corp.
("Jericho"), JSF PROPERTIES CORP. ("JSF"), each a corporation organized and
existing under the laws of New York, each having its principal office at 00
Xxxxx Xxxxx Xxxx, Xxxxxx Xxxxxxx, Xxx Xxxx 00000 (RF Properties, PMC, 66
Properties, Jericho and JS are hereinafter collectively referred to as the
"Company" or the "Borrower"), LASALLE NATIONAL BANK, a national banking
association having its principal office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx ("LaSalle") and PNC BANK, NATIONAL ASSOCIATION, successor in interest
by merger to PNC Mortgage Bank, National Association, having an office at 000
Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (LaSalle and PNC are
hereinafter collectively referred to as the "Bank" or the "Banks").
WHEREAS, the Banks have extended a commitment to make a certain credit
facility available to Borrower pursuant to that certain Warehousing Credit and
Security Agreement dated as of July 17, 1997, as amended by a First Amendment to
Warehousing Credit and Security Agreement and Notes dated as of August 29, 1997
as amended by a Second Amendment to Warehousing Credit and Security Agreement
and Notes dated as of September 30, 1997 and by a Third Amendment to Warehousing
Credit and Security Agreement and by a Fourth Amendment to Warehousing Credit
and Security Agreement (as so amended, the "Agreement"); and
WHEREAS, the Borrower and Bank have agreed to amend the Agreement in
order to provide for additional credit availability on a temporary basis.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which are hereby acknowledged, the
parties hereto hereby agree as follows:
I. Defined Terms. Capitalized terms contained in this Amendment shall
have the respective meanings herein as such terms have in the Agreement.
II. Amendments to Agreement. The Agreement is hereby amended as follows:
1. Until January 31, 1998, PNC has agreed, individually, to increase
the amount of the Commitment by Ten Million Dollars ($10,000,000) to Sixty
Million Dollars ($60,000,000). Said increase shall be evidenced by this
Amendment and by the Company's execution of a Joint and Several Promissory Note
in favor of PNC in the amount of Thirty-Five Million Dollars ($35,000,000). To
the extent the Company requests Advances that would cause the total amount
of Advances outstanding to exceed Fifty Million Dollars ($50,000,000) such
Advances shall be funded solely by, and shall be repaid solely to, PNC, provided
such Advances comply with the Agreement in all other respects. Nothing contained
herein shall be deemed to require LaSalle to fund any Advances which would cause
the total amount of Advances funded by LaSalle to exceed Twenty-Five Million
Dollars ($25,000,000). Effective February 1, 1998, the increase to the
Commitment shall terminate and the Commitment shall return to Fifty Million
Dollars ($50,000,000). The execution of this Amendment by LaSalle is simply to
evidence LaSalle's knowledge hereof and consent hereto.
II. Conditions to Effectiveness. The amendments to the Agreement set forth
in Section II of this Amendment shall become effective, as of the date
set forth above, upon satisfaction of each of the following conditions
precedent:
1. The Company and the Banks shall have executed and delivered
counterparts of this Amendment.
2. The Company shall have executed and delivered the Joint and Several
Replacement Promissory Note in the form attached hereto as Exhibit A.
3. Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx shall each have delivered to the
Banks a duly executed Acknowledgment of Guarantors in the form attached hereto
as Exhibit B, and otherwise in form and substance satisfactory to the Bank.
4. Each of PMC, RF Properties, 66 Properties, Jericho and JSF shall
have delivered to the Bank an original resolution of each of the Board of
Directors of PMC, RF Properties, 66 Properties, Jericho and JS, authorizing the
execution, delivery and performance of this Amendment, and all other instruments
or documents to be delivered by the Company pursuant to this Amendment, all in
form and substance satisfactory to the Bank.
5. Each of PMC, RF Properties, 66 Properties, Jericho and JSF shall
have delivered to the Bank a Certificate of each of PMC, RF Properties, 66
Properties, Jericho and JSF's secretary or assistant secretary as to the
incumbency and authenticity of the signatures of the officers executing this
Amendment and all other documents to be delivered pursuant hereto.
6. Each of the representations and warranties set forth in Section IV
of this Amendment shall be true and correct on, and as of, the effective date of
this Amendment.
7. The Borrower shall have delivered to the Banks all other
instruments, documents or agreements reasonably necessary or desirable in
connection with this Amendment.
III. Representations and Warranties. As an inducement to the Banks to enter
into this Amendment, the Company hereby represents and warrants as
follows:
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1. After giving affect to this Amendment, each of the representations
and warranties contained in Article V of the Agreement are true and correct.
2. No Event of Default or event which with the giving of notice, the
passage of time, or both, would become an Event of Default has occurred and is
continuing or would result from the execution, delivery and performance by the
Company of this Amendment or the Agreement, as amended hereby.
IV. Miscellaneous.
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1. Governing Law. This Amendment shall be a contract made under,
and governed by, the internal laws of the State of Illinois.
2. Counterparts. This Amendment may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Amendment.
3. References to Agreement. Except as herein amended, the Agreement and
the shall remain in full force and effect and are hereby ratified in all
respects. On and after the effectiveness of the amendment to the Agreement
contemplated hereby, each reference in the Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import, shall mean and be a
reference to the Agreement, as amended by this Amendment.
4. Successors, and Assigns. This Amendment shall be binding upon
Company and the Banks and their respective permitted successors and assigns.
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IN WITNESS WHEREOF, the Company and the Banks have executed this
Amendment as of the date and year written above.
PNC BANK, NATIONAL ASSOCIATION
By:______________________________
Title:___________________________
LASALLE NATIONAL BANK
By:______________________________
Its:_____________________________
PREMIER MORTGAGE CORPORATION
d/b/a PMC MORTGAGE
By: /s/ illegible
-----------------------------
Title: President
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RF PROPERTIES CORP.
By: /s/
-----------------------------
Title: Vice President
--------------------------
66 PROPERTIES CORP.
By: /s/
-----------------------------
Title:
--------------------------
JERICHO PROPERTIES CORP.
By: /s/
-----------------------------
Title: Vice President
--------------------------
JSF PROPERTIES CORP.
By: /s/
-----------------------------
Title: Vice President
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