FIRST MODIFICATION OF SECOND AMENDED
AND RESTATED LOAN AGREEMENT
THIS FIRST MODIFICATION OF SECOND AMENDED AND RESTATED LOAN
AGREEMENT (this "Agreement") is entered into this 25th day of
February, 1997, by and between AMRESCO, INC., a Delaware
corporation ("AMRESCO"), and the other entities designated as
"Borrowers" in Exhibit A attached hereto (collectively,
"Borrowers"), and NationsBank of Texas, N.A., a national banking
association, as agent ("Agent") for the Lenders (as defined in the
Loan Agreement (defined below)).
W I T N E S S E T H:
WHEREAS, reference is made to the revolving credit facility in
the maximum principal amount of $275,000,000, governed by that
certain Second Amended and Restated Loan Agreement (the "Loan
Agreement") dated February 7, 1997, executed by and among certain
Lenders (the "Lenders"), Agent and Borrowers (each term used herein
but not otherwise defined herein shall be defined as set forth in
the Loan Agreement); and
WHEREAS, Borrowers and The Nippon Credit Bank, Ltd., New York
Branch, a Japanese corporation ("Nippon"), have requested that
certain changes be made to the Loan Agreement, including without
limitation, that Nippon's Revolving Loan Commitment Amount be
increased to $15,000,000, such increase to be evidenced by a
promissory note in the form attached to the Loan Agreement as
Exhibit A, executed by Borrowers and payable to the order of Nippon
in the maximum principal amount of $5,000,000 ("Nippon Note"); and
WHEREAS, Agent on behalf of the Lenders has agreed to the
above request, subject to the terms and conditions contained
herein.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, That for and
in consideration of the terms and conditions contained herein and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto,
Agent on behalf of the Lenders and Borrowers hereby agree as
follows:
1. Amended Schedule I. Schedule I of the Loan Agreement
shall be, and is hereby, amended and restated in its entirety as
set forth on Exhibit A attached hereto and incorporated herein by
reference for all purposes.
2. Definition of Loan Documents. The definition of "Loan
Documents", as defined in the Loan Agreement and as used in the
Loan Agreement, the other Loan Documents and herein, shall be, and
is hereby, modified to include this Agreement and any and all
documents executed in connection herewith.
3. Conditions Precedent to this Agreement. As conditions
precedent to this Agreement and the modifications to the Loan
Agreement pursuant hereto, all of the following shall have been
satisfied:
(a) Borrowers shall have executed and delivered to Agent this
Agreement and the Nippon Note; and
(b) Borrowers shall have delivered to Agent all resolutions,
powers of attorney, certificates or documents as Agent may request
relating to (i) the existence of Borrowers, and (ii) the corporate
and partnership authority for the execution and validity of this
Agreement, together with all other documents, instruments and
agreements and any other matters relevant hereto or thereto, all in
form and content satisfactory to Agent.
4. Reaffirmation of Debt. Borrowers hereby agree and
acknowledge that they are well and truly indebted to Lenders
pursuant to the terms of the Notes and the other Loan Documents, as
modified hereby.
5. Ratification. Except as otherwise expressly modified by
this Agreement, all terms and provisions of the Loan Agreement, 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.
6. Payment of Expenses. Borrowers agree to provide to
Lenders, upon demand, the reasonable attorneys' fees and expenses
of Agent's counsel, filing and recording fees and other reasonable
expenses incurred by Agent in connection with this Agreement.
7. Further Assurances. Borrowers shall execute and deliver
to Agent such other documents as may be necessary or as may be
required, in the opinion of counsel to Agent, to effect the
transactions contemplated hereby and to protect the liens and
security interests.
8. Binding Agreement. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties' respective heirs,
representatives, successors and assigns.
9. Enforceability. In the event the enforceability or
validity of any portion of this Agreement, the Loan 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 Texas law
would uphold or would enforce such challenged or questioned
provision.
10. Counterparts. This Agreement may be executed in several
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.
11. Choice of Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT FEDERAL LAWS
PREEMPT THE LAWS OF THE STATE OF TEXAS.
12. Entire Agreement. This Agreement, the Loan 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 AGREEMENT AND THE OTHER WRITTEN INSTRUMENTS, AGREEMENTS
AND DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT, AND THE
LOAN 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 Agreement is executed effective as of
the date first written above.
BORROWERS:
AMRESCO, INC., a Delaware corporation
By:_____________________________________
Xxxxxx X. Xxxxxx,
Treasurer
AFC EQUITIES, INC.
AMRESCO ATLANTA INDUSTRIAL, INC.
AMRESCO BUILDERS GROUP, INC.
AMRESCO CANADA, INC.
AMRESCO CAPITAL CORPORATION
AMRESCO CAPITAL LIMITED, INC.
AMRESCO CONSOLIDATION CORP. f/k/a AMRESCO
MORTGAGE CAPITAL, INC.
AMRESCO EQUITIES CANADA INC.
AMRESCO FINANCIAL I, INC.
AMRESCO FINANCIAL I, L.P.
AMRESCO FUNDING CORPORATION
AMRESCO INSTITUTIONAL, INC.
AMRESCO INVESTMENTS, INC.
AMRESCO JERSEY VENTURES LIMITED
AMRESCO MANAGEMENT, 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. f/k/a AMRESCO
SERVICES, INC.
AMRESCO PORTFOLIO INVESTMENTS, INC.
AMRESCO PRINCIPAL MANAGERS I, INC.
AMRESCO PRINCIPAL MANAGERS II, INC.
AMRESCO RESIDENTIAL CAPITAL MARKETS, INC.
AMRESCO RESIDENTIAL CONDUIT, INC.
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RESIDENTIAL MORTGAGE CORPORATION
AMRESCO RHODE ISLAND, INC.
AMRESCO SERVICES CANADA INC.
AMRESCO UK HOLDINGS LIMITED
AMRESCO UK LIMITED
AMRESCO UK VENTURES LIMITED
AMRESCO VENTURES, INC. f/k/a AMRESCO
GENERAL PARTNERS, 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.
ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
GRANITE EQUITIES, INC.
XXXXXXXX XXXXXXXX, INC.
LIFETIME HOMES, INC., f/k/a LIFETIME
HOMES OF NEW JERSEY, INC.
OAK CLIFF FINANCIAL, INC.
OLD MIDLAND HOUSE LIMITED
PRESTON HOLLOW ASSET HOLDINGS, INC.
By: AMRESCO, INC., a Delaware
corporation, as attorney-in-fact
By:________________________________
Xxxxxx X. Xxxxxx, as
Treasurer
AGENT:
NATIONSBANK OF TEXAS, N.A.,
a national banking association, as
Agent for Lenders
By:_____________________________________
Xxxxx X. Xxxxxxxxx,
Vice President
SCHEDULE I
LENDERS AND BORROWERS
I. LENDERS, AGENT AND ARRANGER
A. AGENT:
NationsBank of Texas, N.A.
Commercial Banking Division
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxxxxx
Fax No.: (000) 000-0000
B. ARRANGER:
NationsBanc Capital Markets, Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx Xxxxxx, Xx.
Fax No.: (000) 000-0000
C. REVOLVING LENDERS:
NationsBank of Texas, N.A.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Bank One, Texas, NA
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxxx Xxxxxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Xxxxx Fargo Bank (Texas), N.A.
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Comerica Bank - Texas
0000 Xxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Bank United of Texas
000 Xxxxxxx Xxxxxx Xxxx
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxxx X. XxXxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
The Bank of New York
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
The Nippon Credit Bank, Ltd.
New York Branch
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: ________________
Tel: (000) 000-0000
Fax: (000) 000-0000
Additional
Initial Revolving Revolving Loan New Revolving New Revolving Participation
Loan Commitment Commitment Loan Commitment Loan Fee
Amount Amount Amount Percentage Amount
Revolving Lenders:
NationsBank $50,000,000 $0 $50,000,000 23.25581%
Bank One $35,000,000 $10,000,000 $45,000,000 20.93023% $25,000
Xxxxx Fargo $25,000,000 $0 $25,000,000 11.62791%
Comerica $20,000,000 $0 $20,000,000 9.30233%
Bank United $30,000,000 $0 $30,000,000 13.95349%
Bank of New York $15,000,000 $15,000,000 $30,000,000 13.95349% $22,500
Nippon Credit Bank $10,000,000 $5,000,000 $15,000,000 6.97674% $5,000
Total $185,000,000 $30,000,000 $215,000,000 100% $62,500
II. BORROWERS
AFC EQUITIES, INC.
AMRESCO ATLANTA INDUSTRIAL, INC.
AMRESCO BUILDERS GROUP, INC.
AMRESCO CANADA, INC.
AMRESCO CAPITAL CORPORATION
AMRESCO CAPITAL LIMITED, INC.
AMRESCO CONSOLIDATION CORP. f/k/a AMRESCO
MORTGAGE CAPITAL, INC.
AMRESCO EQUITIES CANADA INC.
AMRESCO FINANCIAL I, INC.
AMRESCO FINANCIAL I, L.P.
AMRESCO FUNDING CORPORATION
AMRESCO INSTITUTIONAL, INC.
AMRESCO INVESTMENTS, INC.
AMRESCO JERSEY VENTURES LIMITED
AMRESCO MANAGEMENT, 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. f/k/a AMRESCO
SERVICES, INC.
AMRESCO PORTFOLIO INVESTMENTS, INC.
AMRESCO PRINCIPAL MANAGERS I, INC.
AMRESCO PRINCIPAL MANAGERS II, INC.
AMRESCO RESIDENTIAL CAPITAL MARKETS, INC.
AMRESCO RESIDENTIAL CONDUIT, INC.
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RESIDENTIAL MORTGAGE CORPORATION
AMRESCO RHODE ISLAND, INC.
AMRESCO SERVICES CANADA INC.
AMRESCO UK HOLDINGS LIMITED
AMRESCO UK LIMITED
AMRESCO UK VENTURES LIMITED
AMRESCO VENTURES, INC. f/k/a AMRESCO GENERAL
PARTNERS, 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.
ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
GRANITE EQUITIES, INC.
XXXXXXXX XXXXXXXX, INC.
LIFETIME HOMES, INC., f/k/a LIFETIME HOMES OF
NEW JERSEY, INC.
OAK CLIFF FINANCIAL, INC.
OLD MIDLAND HOUSE LIMITED
PRESTON HOLLOW ASSET HOLDINGS, INC.
c/o AMRESCO, INC.
000 X. Xxxxx Xxxxxx
Xxxxx 0000, XX 342
Dallas, Texas 75201-7424
Attn: Treasurer
Fax No.: (000) 000-0000
