SECOND AMENDMENT TO
RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT is entered into as of June 23, 1997, between ASSOCIATES
MORTGAGE FUNDING CORPORATION, a Delaware corporation ("Associates"), RYLAND
MORTGAGE COMPANY, an Ohio corporation ("Xxxxxx"), BANK ONE, TEXAS, N.A., as
Agent ("Agent"), and the Lenders executing this amendment.
Associates and Xxxxxx (the "Companies"), Agent, and certain lenders are
party to the Restated Loan and Security Agreement (as renewed, extended, and
amended, the "Loan Agreement") dated as of June 16, 1995. This amendment is
for the purpose of, among other things, extending the maturity date, reducing
the total commitments, reducing the provision for the unilateral increase of
total commitments, changing certain collateral and borrowing-base provisions,
changing certain financial covenants, revising certain sublimits under the
Loan Agreement, and removing certain lenders from and adding others to the
Loan Agreement. Accordingly, for adequate and sufficient consideration, the
parties to this amendment agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this amendment (a)
terms defined in the Loan Agreement have the same meanings when used in this
amendment and (b) references to "Sections," "Schedules," and "Exhibits" are to
the Loan Agreement's sections, schedules, and exhibits.
2. AMENDMENTS. The Loan Agreement is amended as follows:
(a) Section 1.1 is amended to add, delete, or amend the
following terms, as the case may be:
Acknowledgment Agreement means, at any time and as
applicable, the form of Acknowledgement Agreement then required by
(a) FHLMC to be executed as a condition to the creation of a
security interest in Servicing Rights for Mortgage Pools serviced
for FHLMC, completed and executed by Xxxxxx, Agent, (if necessary)
each Lender, and FHLMC, and otherwise in form acceptable to Agent,
together with every supplement to and replacements for that
agreement in accordance with FHLMC Guide, (b) FNMA to be executed
as a condition to the creation of a security interest in Servicing
Rights for Mortgage Pools serviced for FNMA, completed and executed
by Xxxxxx, Agent, (if necessary) each Lender, and FNMA, and
otherwise in form acceptable to Agent, together with every
supplement to and replacement for that agreement in accordance with
the FNMA Guide, or c GNMA to be executed as a condition to the
creation of a security interest in Servicing Rights for Mortgage
Pools serviced for GNMA, completed and executed by Xxxxxx, (if
necessary) each Lender, and GNMA, and otherwise in form acceptable
to Agent, together with every supplement to and replacements for
that agreement in accordance with GNMA Guide.
Adjusted-Net Worth -- for Xxxxxx, on a consolidated basis,
and at any time -- Xxxxxx'x stockholders' equity reflected on its
balance sheet.
Adjusted-Tangible-Net Worth means -- for Xxxxxx, on a
consolidated basis, at any time, and without duplication -- the sum
of:
(a) Xxxxxx'x Adjusted-Net Worth; plus
(b) Xxxxxx'x long-term Debt if its maturity is no
earlier than 30 days after the Stated-Termination Date and
its payment is subordinated to payment of the Senior
Obligations in form and substance acceptable to Determining
Lenders; plus
(c) The greater of either (i) 90% of the Appraised
Value of Xxxxxx'x Eligible-Servicing Portfolio or (ii) 1% of
the principal balance of Mortgage Loans in Xxxxxx'x
Eligible-Servicing Portfolio; minus
(d) Purchasing and originated Servicing Rights as
shown on Xxxxxx'x balance sheet; minus
(e) Xxxxxx'x goodwill, including, without
limitation, any amounts representing the excess of the
purchase price paid for acquired assets, stock, or interests
over the book value assigned to them; minus
(f) Xxxxxx'x patents, trademarks, service marks,
trade names, and copyrights; minus
(g) Xxxxxx'x other intangible assets.
Appraised Value means, at any time for the Servicing
Portfolio, the appraised value determined in the then-most recent
appraisal provided under Section 7.1(g).
Closing Date means June 16, 1995.
Stated-Termination Date means June 1, 2000.
Warehouse Sublimit means $260,000,000.
(b) The dollar amount "$375,000,000" in Section 2.5(a) is
entirely amended to be "$290,000,000."
(c) A new Section 7.1(g) is added as follows:
(g) Appraised Value. Promptly when available but at
least within 30 days after the last day of each fiscal quarter of
Xxxxxx, an appraisal of Xxxxxx'x Servicing Portfolio prepared in a
manner acceptable to Agent either (i) by Xxxxxx internally or (ii)
if Agent or Determining Lenders ever deem any reduction in the
reported appraised value to be material, then by an independent
appraiser acceptable to Determining Lenders.
(d) The dollar amount "$40,000,000" in Section 9.1(b) is
entirely amended to be "$30,000,000."
(e) The dollar amount "$55,000,000" in Section 9.1(c) is
entirely amended to be "$40,000,000."
(f) Section 9.4 is entirely amended as follows:
9.4 Cash Flow. The sum of Xxxxxx'x net income (excluding
any recognized non-cash income) or loss plus (to the extent
deducted in calculating that net income or loss) amortization,
depreciation, and other non-cash charges (on a consolidated basis)
may never be less than $1.00 at the end of any of Xxxxxx'x fiscal
quarters for the four-fiscal-quarter periods then ended.
(g) The dollar amount "$4,000,000,000" in Section 9.5(a) is
entirely amended to be "$3,000,000,000."
(h) Part F on Schedule 1.1(c) is entirely amended as follows:
F. Eligible-Servicing Portfolio. All of the Servicing
Portfolio (1) for which Xxxxxx owns the Servicing Rights,
(2) which cover mortgage loans for residential-real
property consisting of land and a one- to four-family
dwelling or a condominium unit that is ready for
occupancy but not a multi-family dwelling for more than
four families or a co-op, and (3) which are not under
any sub-servicing or master-servicing arrangements and which
arise only under Servicing Contracts with FHLMC, FNMA,
or GNMA.
(i) The introductory provisions of Part B on Schedule 1.1(d) are
entirely amended as follows:
A. Borrowing Base for Mortgage Collateral means, at any time,
an amount equal to the sum of:
(a) The Borrowing Base for Eligible-Gestation
Collateral; plus
(b) 99% of the Market Value of all Eligible-Mortgage
Securities; plus
(c) An amount (as reduced by any of the matters listed
in Items 1 through 7 below) in respect of all
Eligible-Mortgage Loans that are not
Eligible-Gestation Collateral equal to the least
of:
98% of the total outstanding principal balance of
those Eligible-Mortgage Loans.
98% of the total Market Value of those Eligible-
Mortgage Loans.
100% of the total face amount (less discounts) of
those Eligible-Mortgage Loans.
(j) Item 13 on Schedule 8.3 is entirely amended as follows:
Loans or advances by Xxxxxx to Xxxxxx Group in the
management of the Companies' cash so long as (a) they are not
made at a time when (and do not cause) a Default or any
default by Xxxxxx Group in respect of any of its material
debt, and (b) the total of those loans and advances never
(without the prior written approval by Agent) exceeds 20% of
Xxxxxx'x consolidated stockholders' equity.
(k) Schedules 1.1(a) and 1.1(b) and Exhibits C-3 and C-6 are
respectively amended in the forms of (and each reference in the Loan
Papers to those schedules and exhibits are now to) the attached Amended
Schedules 1.1(a) and 1.1(b) and Amended Exhibits C-3 and C-6,
respectively.
3. SETTLEMENT OF FUNDS.
(a) In accordance with Section 2.5(d), Borrower has terminated
the Commitments of certain lenders party to the Loan Agreement before the
effectiveness of this amendment, and on the effective date of this
amendment Borrower shall pay to Agent for the account of those terminated
lenders all amounts owing to those lenders in accordance with Sections
2.5(d)(ii).
(b) In accordance with the amendments reflected in the attached
Amended Schedule 1.1(a), certain Lenders are added as parties to the Loan
Agreement by the effectiveness of this amendment, and on the effective
date of this amendment those Lenders shall each jointly and severally pay
to Agent their respective Commitment Percentages of the Principal Debt
remaining after the payments by Borrower under Paragraph 3(a) above.
(c) In accordance with the amendments reflected in the attached
Amended Schedule 1.1(a), certain Lenders have increased their respective
Commitments by the effectiveness of this amendment, and on the effective
date of this amendment those Lenders shall each jointly and severally pay
to Agent their respective increased Commitment Percentages of the
Principal Debt remaining after the payments by Borrower under Paragraph
3(a) above.
(d) In accordance with the amendments reflected in the attached
Amended Schedule 1.1(a), certain Lenders have decreased their respective
Commitments by the effectiveness of this amendment, and -- subject to the
receipt of payments of funds under clauses (b) and (c) above, Agent shall
pay to those Lenders their respective decreased Commitment Percentages of
the Principal Debt remaining after the payments by Borrower under
Paragraph 3(a) above.
Upon receipt of replacement Notes pursuant to this amendment, each Lender
severally agrees to return to Companies the Note or Notes being replaced.
4. CONDITIONS PRECEDENT. Notwithstanding any contrary provision, the
foregoing provisions in this amendment are not effective unless (a) the
representations and warranties in this amendment are true and correct and (b)
Agent receives (i) counterparts of this amendment executed by the Companies
and all Lenders, and (ii) each other document and item listed on the attached
Annex A.
5. REPRESENTATIONS AND WARRANTIES. To induce Agent and Lenders to
enter into this amendment, the Companies jointly and severally represent and
warrant to Agent and Lenders that, as of the date of this amendment and on the
date of its execution (a) each Company has all requisite authority and power
to execute, deliver, perform its obligations under this amendment, which
execution, delivery, and performance have been duly authorized by all
necessary corporate action, require no action by or filing with any
Tribunal, do not violate its corporate charter or bylaw or (except where not a
Material-Adverse Event) violate any Law applicable to it or any material
agreement to which it or its assets are bound, (b) upon execution and delivery
by all parties to it, this amendment will constitute each Company's legal and
binding obligation, enforceable against it in accordance with this document's
terms except as that enforceability may be limited by Debtor Laws and general
principles of equity, (c) all other representations and warranties in the Loan
Papers are true and correct in all material respects except to the extent that
(i) a representation or warranty speaks to a specific date or (ii) the facts
on which a representation or warranty is based have changed by transactions or
conditions contemplated or permitted by the Loan Papers, and (d) no Material-
Adverse Event, Default, or Potential Default exists.
6. RATIFICATION. To induce Agent and Lenders to enter into this
amendment, the Companies ratify and confirm (a) all provisions of the Loan
Papers as amended by this amendment and (b) that all guaranties, assurances,
and Liens granted, conveyed, or assigned to Agent or Lenders under the Loan
Papers (as they may have been revised, extended, and amended) continue to
guarantee, assure, and secure the full payment and performance of the
Obligation (including, without limitation, all amounts evidenced now or in the
future by any note delivered under this amendment).
7. EXPENSES. The Companies shall jointly and severally pay all costs,
fees, and expenses paid or incurred by Agent incident to this amendment,
including, without limitation, the reasonable fees and expenses of Agent's
counsel in connection with the negotiation, preparation, delivery, and
execution of this amendment and any related documents.
8. MISCELLANEOUS. All references in the Loan Papers to the "Loan
Agreement" are to the Loan Agreement, as amended by this amendment. This
amendment is a "Loan Paper" referred to in the Loan Agreement, and the
provisions relating to Loan Papers in the Loan Agreement are incorporated in
this amendment by reference. Except as specifically amended and modified in
this amendment, the Loan Agreement is unchanged and continues in full force
and effect. This amendment may be executed in any number of counterparts with
the same effect as if all signatories had signed the same document. All
counterparts must be construed together to constitute one and the same
instrument. This amendment and the other Loan Papers represent the final
agreement between the parties and may not be contradicted by evidence of
prior, contemporaneous, or subsequent oral agreements by the parties. There
are no unwritten oral agreements between the parties. This amendment binds
and inures to the Companies, Agent, Lenders, and their respective successors
and permitted assigns.
Remainder of page intentionally blank.
Signature pages follow.
EXECUTED as of the day and year first stated above.
ASSOCIATES MORTGAGE FUNDING
CORPORATION XXXXXX MORTGAGE COMPANY
XXXXX X. XXXXX XXXXX X. XXXXX
By: --------------------- By: ---------------------
Name: Xxxxx X. Xxxxx Xxxxx X. Xxxxx
Title: Treasurer Treasurer
BANK ONE, TEXAS, N.A., a Lender and
Agent NATIONSBANK OF TEXAS, N.A., a Lender
XXXX X. XXXXXXX XXXXXXXXX X. XXXXXXXX
By:--------------------- By ---------------------
Xxxx X. Xxxxxxx, Vice President Xxxxxxxxx X. Xxxxxxxx, Senior
Vice President
TEXAS COMMERCE BANK NATIONAL BANK OF AMERICA, a Lender
ASSOCIATION, a Lender
XXXXXX X. XXXXXXX XXXXXX XXXXXX
By: --------------------- By ---------------------
Xxxxxx X. Xxxxxxx, Vice President Xxxxxx Xxxxxx, Vice President
NBD BANK, a Lender PNC BANK, KENTUCKY, INC., a Lender
XXX X. XXXXXXXXX XXXXX XXXXXXX
By: --------------------- By ---------------------
Xxx X. Xxxxxxxxx, Vice President Xxxxx Xxxxxxx, Vice President
THE FIRST NATIONAL BANK OF GUARANTY FEDERAL BANK, F.S.B.,
MARYLAND, a Lender a Lender
XXXXXX X XXXXXXXX XXXXXXX X. XXXXXXX
By --------------------- By ---------------------
Xxxxxx X. Xxxxxxxx, Vice President Xxxxxxx X. Xxxxxxx,
Senior Vice President
FIRST BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OF
a Lender NORTH CAROLINA, a Lender
XXXXX X. XXXXXXXX XXXXXXXX XXXXXX
By --------------------- By ---------------------
Xxxxx X. Xxxxxxxx, Senior Vice Xxxxxxxx Xxxxxx, Vice
President President
SUNTRUST BANK, ATLANTA, a Lender
XXXXXX XXXXXXX
By ---------------------
Xxxxxx Xxxxxxx, Vice President
ANNEX A
CLOSING DOCUMENTS
Unless otherwise specified, all dated as of June 23, 1997 (the "Amendment
Closing Date"),
or a date not more than 30 days before that date (a "Current Date").
H&B [1.] SECOND AMENDMENT TO RESTATED LOAN AND SECURITY AGREEMENT (the
"Amendment") between ASSOCIATES MORTGAGE FUNDING CORPORATION, a
Delaware corporation ("Associates"), XXXXXX MORTGAGE COMPANY, an
Ohio corporation ("Xxxxxx"), certain lenders ("Lenders"), and BANK
ONE, TEXAS, N.A., as agent for itself and the other Lenders
("Agent") -- all of the terms of which or incorporated in which
have the same meanings when used in this annex -- accompanied by:
Annex A - Closing Documents
Amended Schedule 1.1(a) - Lenders and Commitments
Amended Schedule 1.1(b - Wiring Instructions
Amended Exhibit C-3 - Borrowing-Base Report for
Mortgage Collateral
Amended Exhibit C-6 - Compliance Certificate
H&B [2.] ASSOCIATES NOTES in the total stated principal amounts of
$260,000,000, executed by Associates, one each payable to each
Lender's order, in substantially the form of Exhibit A-1 to the
Loan Agreement, and otherwise described as follows:
Payee Amount
Bank One, Texas N.A. $39,900,000
NationsBank of Texas, N.A. 39,000,000
Texas Commerce Bank National Association 39,000,000
Bank of America 28,200,000
NBD Bank 21,700,000
PNC Bank, Kentucky, Inc. 18,600,000
The First National Bank of Maryland 17,300,000
Guaranty Federal Bank, F.S.B. 17,300,000
First Bank National Association 13,000,000
First Union National Bank of North Carolina 13,000,000
SunTrust Bank, Atlanta 13,000,000
H&B [3.] XXXXXX NOTES in the total stated principal amount of $40,000,000,
executed by Xxxxxx, one each payable to each Lender's order, in
substantially the form of Exhibit A-3 to the Loan Agreement, and
otherwise described as follows:
Payee Amount
Bank One, Texas N.A. $6,400,000
NationsBank of Texas, N.A. 6,000,000
Texas Commerce Bank National Association 6,000,000
Bank of America 4,300,000
NBD Bank 3,000,000
PNC Bank, Kentucky, Inc. 2,900,000
The First National Bank of Maryland 2,700,000
Guaranty Federal Bank, F.S.B. 2,700,000
First Bank National Association 2,000,000
First Union National Bank of North Carolina 2,000,000
SunTrust Bank, Atlanta 2,000,000
H&B [4.] INTERCOMPANY NOTE in the stated principal amount of $500,000,000,
executed by Xxxxxx, payable to Associate's order, endorsed to
Agent's order on behalf of Lenders, and in substantially the form
of Exhibit A-4 to the Loan Agreement.
5. [Intentionally Blank.]
H&B [6.] AMENDMENT TO FHLMC ACKNOWLEDGMENT AGREEMENT executed in the form
required by FHLMC by Xxxxxx, Agent, and FHLMC.
H&B [7.] AMENDMENT TO FNMA ACKNOWLEDGMENT AGREEMENT executed in the form
required by FNMA by Xxxxxx, Agent, each Lender, and FNMA.
H&B [8.] GNMA ACKNOWLEDGMENT AGREEMENT executed in the form required by GNMA
by Xxxxxx, Agent, and GNMA.
Agent[9.] AMENDED CUSTODIAL FEES AGREEMENT between the Companies and Agent.
H&B [10.] OFFICERS' CERTIFICATE for Associates executed by the Treasurer and
Assistant Secretary of Associates as to (a) the due incumbency of
its officers authorized to execute or attest to the Loan Papers,
(b) resolutions duly adopted by its directors approving and
authorizing the execution of the Loan Papers, (c) its corporate
charter, (d) statement regarding no amendment, and (e) Bylaws,
accompanied by:
Exhibit A - Resolutions
H&B [11.] OFFICERS' CERTIFICATE for Xxxxxx executed by the Treasurer and
Assistant Secretary of Xxxxxx as to (a) the due incumbency of its
officers authorized to execute or attest to the Loan Papers, (b)
resolutions duly adopted by its directors approving and authorizing
the execution of the Loan Papers, (c) its corporate charter, (d)
statement regarding no amendment, and (e) Bylaws, accompanied by:
Exhibit A - Resolutions
12. CERTIFICATES OF QUALIFICATION, GOOD STANDING, AND AUTHORITY for the
Companies, issued as of Current Dates by the appropriate Tribunals
for the following jurisdictions:
Company Jurisdiction Certificate Date
Associates DE Existence/Good Standing 05/02/97
Xxxxxx OH Existence/Good Standing 05/02/97
MD Authority/Good Standing 05/02/97
TX Authority 05/02/97
Good Standing 05/02/97
13. Such other documents and items as Agent or any Lender may deem
appropriate.
AMENDED SCHEDULE 1.1(a)
LENDERS AND COMMITMENTS
Receivables/
Warehouse Working Capital
Name of Lender Commitment Commitment Total
Bank One, Texas, N.A.
Mortgage Finance Group
0000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx,
Vice President $39,900,000 $6,400,000 $46,300,000
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
NationsBank of Texas, N.A.
Financial Institutions Department
000 Xxxx Xxxxxx, 00xx Xxxxx
XX # XX0-000-00-00
Xxxxxx, XX 00000-0000
Attn: Xxxxxxxxx X. Xxxxxxxx,
Senior Vice President 39,000,000 6,000,000 45,000,000
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
Texas Commerce Bank National Association
717 Xxxxxx 7th Floor
07TCB South 56
Xxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxxx,
Senior Vice President 39,000,000 6,000,000 45,000,000
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
Bank of America
Commercial Real Estate Services Division
Mortgage Warehousing 5134
00000 Xxxxx xx xx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxx Xxxxxx,
Vice President 28,200,000 4,300,000 32,500,000
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
NBD Bank
One First Xxxxxxxx Xxxxx
Xxxx Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxx X. Xxxxxxxxx,
Vice President 21,700,000 3,000,000 $24,700,000
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
PNC Bank, Kentucky, Inc.
Warehouse Lending
000 Xxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx 18,600,000 2,900,000 21,500,000
Fed Tax ID No. 000000000
Tel (000) 000-0000
Fax (000) 000-0000
The First National Bank of Maryland
00 Xxxxx Xxxxxxx Xxxxxx
Mail Code 101-744
Corporate Banking Division, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx,
Vice President 17,300,000 2,700,000 20,000,000
Fed Tax ID No. 000000000
Tel (000) 000-0000
Fax (000) 000-0000
Guaranty Federal Bank, F.S.B.
0000 Xxxxxxx Xxx., 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx,
Assistant Vice President 17,300,000 2,700,000 20,000,000
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
First Bank National Association
Mortgage Banking Services
First Bank Place/MPFP0801
000 Xxxxxx Xxx. Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxxxxx,
Vice President 13,000,000 2,000,000 15,000,000
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
First Union National Bank of North Carolina
Capital Markets
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxxxxxx Xxxxxx,
Vice President 13,000,000 2,000,000 15,000,000
Fed Tax ID No. 00-0000000
Tel (000) 000-0000
Fax (000) 000-0000
SunTrust Bank, Atlanta
Mail Code 118, 26th Floor
00 Xxxx Xxxxx, X.X.
Xxxxxxx, XX 00000
Attn: Xxxxxxxxxxx X. Xxxxxx,
Banking Officer 13,000,000 2,000,000 15,000,000
Fed Tax ID No. 000000000
Tel (000) 000-0000
Fax (000) 000-0000
Total 260,000,000 40,000,000 $300,000,000
AMENDED SCHEDULE 1.1(b)
WIRING INSTRUCTIONS
------------------------------------------------------------------------------
Party Location of Account ABA# Account No.
------------------------------------------------------------------------------
Associates Mortgage
Funding Corporation Chemical, Delaware 0000-0000-0 6301215806500
Xxxxxx Mortgage Company -- -- --
Bank One, Texas, N.A. Bank One, Dallas 000000000 0100073055
Bank of America Costa Mesa, California 000-000-000 00000-00000
First Bank National
Association First Bank, Minn. 000000000 1702-2508-7585
NBD Bank NBD, Detroit 000000000 0093054 1690973
The First National
Bank of Maryland First National, Baltimore 000000000 0301789102
First Union National Bank
of North Carolina First Union, Charlotte 000000000 n/a
Guaranty Federal
Bank, F.S.B Guaranty Federal, Dallas 000000000 19406514043
NationsBank of Texas, N.A..NationsBank, Dallas 111000025 129-200-088-3
PNC Bank, Kentucky, Inc. PNC Kentucky, Louisville 000000000 3000990597
SunTrust Bank, Atlanta SunTrust, Atlanta 000000000 8892170730
Texas Commerce Bank
National Association TCB, Houston 000000000 7 001136825800
------------------------------------------------------------------------------
Party Attention/Phone No. Reference
------------------------------------------------------------------------------
Associates Mortgage
Funding Corporation -- Paydown
Xxxxxx Mortgage Company -- --
Bank One, Texas, N.A. Xxxxxx Xxxxxx (000)000-0000 Xxxxxx Mfg.
Bank of America Mr. Sandy Obnillas (000)000-0000
First Bank National
Association Xxxxxxxx Xxxxxxx
(000)000-0000 Asso/Xxxxxx
NBD Bank Commercial Loans (000)000-0000 Asso/Xxxxxx Xx.
The First National
Bank of Maryland Xxxxx Xxxxx (000)000-0000 00000414
First Union National Bank
of North Carolina Xxxx Xxxxx (000) 000-0000 Xxxxxx Mortgage
Guaranty Federal
Bank, F.S.B Xxxxx X'Xxxx (000)000-0000 Xxxxxx Mtg.
NationsBank of Texas, N.A. Xxxx Xxxxxxx
(000)000-0000 (000)000-0000(fax) Xxxxxx Mtg.
PNC Bank, Kentucky, Inc. Warehouse Lending Associates Mtg.
SunTrust Bank, Atlanta Xxxxxx Xxxxxx (000)000-0000. Assoc. Mtg.
Texas Commerce Bank
National Association Xxxxxx Xxxxxx (000)000-0000 --
AMENDED EXHIBIT C-3
BORROWING-BASE REPORT FOR MORTGAGE COLLATERAL
AGENT: Bank One, Texas, N.A. DATE: , 199
------------ ---
FOR: Associates Mortgage Funding Corporation and Xxxxxx Mortgage Company
This report is delivered to the Companies and Lenders under the Restated
Loan and Security Agreement (as renewed, extended, and amended, the "Loan
Agreement") dated as of June 16, 1995, between Associates Mortgage Funding
Corporation, Xxxxxx Mortgage Company, Agent, and certain lenders. Terms
defined in the Loan Agreement have the same meanings when used (unless
otherwise defined) in this report. Agent has calculated the Borrowing Base
for Mortgage Collateral and its various components as of the date of this
report.
1. Borrowing Base (@ certain advance rates)
(a) B-Paper Loans (@ 95%) $--
(b) Investment-Mortgage Loans (@ 75%) $--
(c) Seasoned Loans (@ 95%) $--
(d) Other Dry Borrowings (@ 98%) $--
(e) Wet Borrowings (@ 98%) $--
(f) Gestation Borrowings (@ 99%) $--
(g) Mortgage Securities (@ 99%) $--
(h) Borrowing Base for Mortgage
Collateral Total of
Lines 1(a) through 1(g) $--
2. Principal Debt of Warehouse Borrowings
(a) Against B-Paper Loans $--
(b) Against Investment-Mortgage Loans $
(c) Against Seasoned Loans $--
(d) Other Dry Borrowings $--
(e) Wet Borrowings $--
(f) Gestation Borrowings $--
(g) Mortgage Securities $--
(h) Principal Debt of Warehouse
Borrowings Total of Lines
2(a) through 2(g) $--
3. B-Paper Loans Availability
(a) B-Paper Sublimit $20,000,000
(b) Lesser of either Line 1(a) or Line 3(a) $--
(c) Line 3(b) minus Line 2(a)
Maximum Borrowings against
B-Paper Loans if positive
or Borrowing Excess if negative $--
4. Investment-Mortgage Loan Availability
(a) Investment-Mortgage Loan Sublimit $10,000,000
(b) Lesser of either Line 1(b) or Line 4(a) $--
(c) Line 4(b) minus Line 2(b)
Maximum Borrowings against
Investment-Mortgage Loans if
positive or Borrowing Excess
if negative $--
5. Other Dry Borrowing Availability
(a) Warehouse Sublimit $260,000,000
(b) Line 5(a) minus Lines 2(a), 2(b),
2(c), 2(e), 2(f), and 2(g) $
(c) Lesser of either Line 1(d) or Line 5(b) $--
(d) Line 5(c) minus Line 2(d)
maximum other Dry Borrowings
if positive or Borrowing
Excess if negative $--
6. Wet Borrowings Availability
(a) Wet Sublimit [30% of Line 5(a)] $--
(b) Lesser of either Line 1(e) or Line 6(a) $--
(c) Line 6(b) minus Line 2(e)
Maximum Wet Borrowings
if positive or Borrowing
Excess if negative $--
7. Gestation Borrowing Availability
(a) Gestation Sublimit [50% of Line 5(a)] $--
(b) Lesser of either Line 1(f) or Line 7(a) $--
(c) Line 7(b) minus Line 2(f)
Maximum Gestation Borrowing
if positive or Borrowing
Excess if negative $--
8. Seasoned Loan Availability
(a) Seasoned-Loan Sublimit $10,000,000
(b) Lesser of either Line 1(c) or Line 8(a) $--
(c) Line 8(b) minus Line 2(c)
Maximum Borrowings against
Seasoned Loans if positive or
Borrowing Excess if negative $--
The Principal Debt of Warehouse Borrowings to each Lender is as follows:
Lender Commitment
Percentage of Share of
Line 5(a) Line 2(h)
Bank One, Texas, N.A. --% $--
NationsBank of Texas, N.A. --% $--
Texas Commerce Bank National Association --% $--
Bank of America --% $--
NBD Bank --% $--
PNC Bank, Kentucky, Inc. --% $--
The First National Bank of Maryland --% $--
Guaranty Federal Bank, F.S.B. --% $--
First Bank National Association --% $--
First Union National Bank of North Carolina --% $--
SunTrust Bank, Atlanta --% $--
In additional to the above, the total Commitment Usage does not exceed
the lesser of either (i) the total Commitments or (ii) the total Borrowing
Base.
BANK ONE, TEXAS, N.A., AGENT
By
----------------------------
(Name)
-------------------------
(Title)
------------------------
AMENDED EXHIBIT C-6
COMPLIANCE CERTIFICATE
AGENT: Bank One, Texas, N.A. DATE: , 199
----------- ---
ASSOCIATES: Associates Mortgage Funding Corporation
XXXXXX: Xxxxxx Mortgage Company
SUBJECT PERIOD: ended , 199
---------------------- ------------------- ---
This certificate is delivered under the Restated Loan and Security
Agreement (as renewed, extended, and amended, the "Loan Agreement") dated as
of June 16, 1995, between Associates, Xxxxxx, Agent, and certain lenders.
Terms defined in the Loan Agreement have the same meanings when used (unless
otherwise defined) in this certificate.
Solely on behalf of the Company for which each undersigned officer has
executed this certificate, that undersigned officer certifies to Agent and
Lenders, that on the date of this certificate:
1. That undersigned officer is the officer of that Company designated
below.
2. That Company's consolidated Financial Statements that are attached
to this certificate were prepared in accordance with GAAP and present fairly
that Company's consolidated financial position and results of operations as
of and for the one, two, or three quarters of fiscal year, as the case may be,
ending on the last day of the Subject Period.
3. That undersigned officer supervised a review of that Company's
activities during the Subject Period in respect of the following matters and
has determined the following: (a) To that undersigned officer's best
knowledge, except to the extent that (i) a representation or warranty speaks
to a specific date or (ii) the facts on which a representation or warranty is
based have changed by transactions or conditions contemplated or permitted by
the Loan Papers, that Company's representations and warranties in Section 6 of
the Loan Agreement are true and correct in all material respects, other than
for the changes, if any, described on the attached Schedule 1; (b) that
Company has complied with all of its obligations under the Loan Papers, other
than for the deviations, if any, described on the attached Schedule 1; (c) no
Default or Potential Default exists or is imminent, other than those, if any,
described on the attached Schedule 1; and (d) that Company's compliance with
the financial covenants in Section 9 of the Loan Agreement is accurately
calculated on the attached Schedule 1.
(Name) (Name)
----------------------------------- ----------------------------
(Title) (Title)
----------------------------------- ----------------------------
SCHEDULE 1
A. Describe deviations from compliance with obligations, if any
clause 3(b) of attached Compliance Certificate if none, so state:
B. Describe Potential Defaults or Defaults, if any clause 3(c)
of the attached Compliance Certificate if none, so state:
C. Calculate compliance with covenants in Section 9 at end of
Subject Period (on a consolidated basis) clause 3(d) of the attached
Compliance Certificate:
Covenant At End of Subject Period
1. Associates' Stockholders' Equity --
9.1(a) (quarterly)
(a) Actual $
(b) Minimum $ 1,000,000
2. Xxxxxx'x Adjusted-Net Worth --
9.1(b) (quarterly)
(a) Stockholder's equity $
(b) Minimum $30,000,000
3. Xxxxxx'x Adjusted-Tangible-Net Worth --
9.1(c) (quarterly)
(a) Subordinated long-term Debt maturing
no earlier than 30 days after the
Stated-Termination Date $
(b) Greater of either (i) 90% of Appraised
Value of Eligible-Servicing Portfolio
or (ii) 1% of Eligible-Servicing Portfolio,
as applicable $
(c) Net-book-value of Servicing Rights $
(d) Goodwill, etc. $
(e) Patents, etc. $
(f) Other intangibles $
(g) Actual -- Line 2(c) plus Lines 3(a)
and 3(b) minus Lines 3(c) through 3(f) $
(h) Minimum $40,000,000
4. Xxxxxx'x Leverage Ratio -- 9.2 (quarterly)
(a) Total liabilities $
(b) Repurchase obligations permitted
to be excluded $
(c) Line 4(a) minus Line 4(b) $
(d) Actual -- Ratio of Line 4(c)
to Line 3(g) -- to --
(e) Maximum 8.0 to 1.0
5. Associates' Net Income -- 9.3 (annually)
(a) Actual $
(b) Minimum $1.00
6. Xxxxxx'x Cash Flow -- 9.4 (rolling 4 quarters)
(a) Net income (exclude reported
non-cash income) or loss $
(b) Amortization $
(c) Depreciation $
(d) Other noncash charges $
(e) Actual -- Total of Lines 6(a) through 6(d) $
(f) Minimum $1.00
7. Servicing Portfolio -- 9.5
(a) Actual -- Servicing Portfolio
(Xxxxxx and any Subsidiary) $-- billion
(b) Minimum $3.0 billion
(c) Actual -- Eligible-Servicing
Portfolio (Xxxxxx only) $-- billion
(d) Minimum $1 billion
