EXHIBIT 10.18
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of July 11, 2000, among PMC COMMERCIAL TRUST, a real estate investment
trust organized under the laws of the State of Texas ("Borrower"), certain
Lenders, and BANK ONE, TEXAS, N.A., a national banking association
("Administrative Agent").
PRELIMINARY STATEMENT:
Borrower, Administrative Agent and Lenders are party to that certain
Credit Agreement (as renewed, extended, amended and restated, the "Credit
Agreement") dated as of November 29, 1999, pursuant to which the Lenders have
made and may hereafter make loans to Borrower. Borrower, Administrative Agent
and Lenders have agreed to amend the Credit Agreement in order to allow for an
extension of the time allowed for Borrower's subsidiary, PMC Commercial
Receivable Limited Partnership, to transfer its remaining mortgage loans to
Borrower. Such extension is to allow additional time for Borrower to include
those mortgage loans in an Asset Securitization.
Accordingly, for adequate and sufficient consideration, the receipt of
which is hereby acknowledged, Borrower, Administrative Agent and Lenders agree
as follows:
1. Defined Terms; References. Unless otherwise stated in this Amendment
(a) terms defined in the Credit Agreement have the same meanings when used in
this Amendment and (b) references to "Sections," "Schedules" and "Exhibits" are
to sections, schedules and exhibits to the Credit Agreement.
2. Amendment.
Section 8.14(a) of the Credit Agreement is hereby amended in its
entirety as follows:
(a) Mortgage Loans Held by PMC Commercial Receivable Limited
Partnership. No later than October 31, 2000, Borrower shall cause its
Subsidiary, PMC Commercial Receivable Limited Partnership, to transfer any
remaining Mortgage Loans owned by it to Borrower, it being contemplated that,
before this time, those Mortgage Loans may be included in an Asset
Securitization.
3. Conditions Precedent. Notwithstanding any contrary provisions, the
foregoing paragraphs in this Amendment are not effective unless and until (a)
the representations and warranties in this Amendment are true and correct and
(b) Lender receives counterparts of this Amendment executed by each party named
below.
4. Ratifications. This Amendment modifies and supersedes all
inconsistent terms and provisions of the Credit Documents, and except as
expressly modified and superseded by this Amendment, the Credit Documents are
ratified and confirmed and continue in full force and effect. Borrower,
Administrative Agent and Lenders agree that the Credit Documents, as amended by
this Amendment, continue to be legal, valid, binding and enforceable in
accordance with their respective terms. Without limiting the generality of the
foregoing, Borrower hereby
ratifies and confirms that all Liens heretofore granted to Administrative Agent
on behalf of the Lenders were intended to, do, and continue to secure the full
payment and performance of the Obligation. Borrower agrees to perform such acts
and duly authorize, execute, acknowledge, deliver, file and record such
additional assignments, security agreements, modifications or amendments to any
of the foregoing, and such other agreements, documents, and instruments as
Administrative Agent or Lenders may reasonably request in order to perfect and
protect those Liens and preserve and protect the rights of Administrative Agent
and Lenders in respect of all present and future Collateral.
5. Representations and Warranties. Borrower hereby represents and
warrants to Administrative Agent and Lenders that (a) this Amendment and any
Credit Documents to be delivered under this Amendment have been duly executed
and delivered by Borrower, (b) no action of, or filing with, any Governmental
Authority is required to authorize, or is otherwise required in connection with,
the execution, delivery, and performance by Borrower of this Amendment and any
Credit Document to be delivered under this Amendment, (c) this Amendment and any
Credit Documents to be delivered under this Amendment are valid and binding upon
Borrower and are enforceable against Borrower in accordance with their
respective terms, except as limited by any applicable Debtor Relief Laws, (d)
the execution, delivery and performance by Borrower of this Amendment and any
Credit Documents to be delivered under this Amendment do not require the consent
of any other Person and do not and will not constitute a violation of any
Governmental Requirements, agreements or understandings to which Borrower is a
party or by which Borrower is bound, (e) the representations and warranties
contained in the Credit Agreement, as amended by this Amendment, and any other
Credit Document are true and correct in all material respects as of the date of
this Amendment, and (f) as of the date of this Amendment, no Event of Default or
Potential Default exists or is imminent.
6. Waiver. Upon the satisfaction of the conditions precedent to the
effectiveness of this Amendment set forth in paragraph 3 above, this Amendment
shall also serve as notice to Borrower that Administrative Agent and Lenders do
hereby waive any Event of Default that may have arisen prior to the date hereof
as a result of Borrower's non-compliance with Section 8.14(a) of the Credit
Agreement. This waiver is not a consent or waiver in respect of any other
existing or future Events of Default or Potential Defaults or a waiver of
Administrative Agent's and Lenders' rights to insist upon Borrower's compliance
with Borrower's obligations under each Credit Document.
7. References. All references in the Credit Documents to the "Credit
Agreement" refer to the Credit Agreement as amended by this Amendment. This
Amendment is a "Credit Document" referred to in the Credit Agreement and the
provisions relating to Credit Documents in the Credit Agreement are incorporated
by reference, the same as if set forth verbatim in this Amendment.
8. Counterparts. This Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document.
9. Parties Bound. This Amendment binds and inures to the benefit of
Borrower, Administrative Agent and each Lender, and, subject to Section 14 of
the Credit Agreement, their respective successors and assigns.
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10. Entirety. this amendment, the credit agreement as amended by this
amendment, and the other credit documents represent the final agreement between
the parties for the transactions therein, and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreement between the
parties. there are no unwritten oral agreement between the parties.
EXECUTED as of the date first stated above.
BANK ONE, TEXAS, N.A.,
as Administrative Agent and a Lender
By:
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Xxxx X. Xxxxxx, First Vice President
PMC COMMERCIAL TRUST,
as Borrower
By:
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Name:
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Title:
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MIDFIRST BANK, a Federally Chartered Savings
Association, as a Lender
By:
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Xxxxx X. xxXxxxxxxxx, Xx.,
Senior Vice President
TEXAS CAPITAL BANK, N.A.,
as a Lender
By:
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Xxxxx Xxxxxx, Assistant Vice President
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