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EXHIBIT 10.18
March 29, 0000
Xxxxx Xxxxx Xxxxxxxx Xxxx
xx Xxxxx Xxxxxxxx
One First Union Center, 8th Floor
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Mr. R. Xxxxxx Xxxx
RE: Mortgage Loan Warehousing Agreement dated as of October 22, 1995, between
First Union National Bank of North Carolina and Carolina Investors, Inc.(the
"Warehousing Agreement")
Ladies and Gentlemen:
This letter will serve as a request by Carolina Investors, Inc. that the
Warehousing Agreement be amended as follows:
1. Amendment in Warehousing Agreement
a. The definition of the term "Maturity Date" contained in Section 10 of
the Warehousing Agreement shall be amended by deleting the date
"March 30, 1996" from subsection (a) thereof and inserting the date
"April 30, 1996" in lieu thereof.
b. The Warehousing Agreement and all schedules thereto, as well as all
other Credit Documents (as defined therein), shall be amended or
modified as necessary to effect the amendment set forth in subsection
(a) above.
Except as specifically amended herein, the Warehousing Agreement and the Credit
Documents (as defined therein) shall remain in full force and effect.
Emergent Mortgage Corp., Emergent Financial Corporation, and Emergent Group,
Inc., as Guarantors under, and as defined in, the Warehousing Agreement, join
in the execution and delivery of this letter to acknowledge and consent to the
terms hereof and hereby reaffirm their obligations under the Guaranties (as
defined in the Warehousing Agreement).
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First Union Bank of North Carolina
March 30, 1996
-------------------------------------------------------------------------------
Upon the execution of this letter by First Union National Bank of North
Carolina, the above amendments shall become effective as of the date
hereof.
Very truly yours,
CAROLINA INVESTORS, INC.
By: \s\ Xxxxx X. Xxxx
------------------------
Name: Xxxxx X. Xxxx
------------------------
Title: Treasurer
------------------------
GUARANTORS:
EMERGENT MORTGAGE CORP.
By: \s\ Xxxxx X. Xxxx
------------------------
Name: Xxxxx X. Xxxx
------------------------
Title: Treasurer
------------------------
EMERGENT FINANCIAL CORPORATION
By: \s\ Xxxxx X. Xxxx
------------------------
Name: Xxxxx X. Xxxx
------------------------
Title: Treasurer
------------------------
EMERGENT GROUP, INC.
By: \s\ Xxxxx X. Xxxx
------------------------
Name: Xxxxx X. Xxxx
------------------------
Title: Treasurer
------------------------
ACKNOWLEDGED AND AGREED TO AS OF
THE DATE SET FORTH ABOVE:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By: \s\ R. Xxxxxx Xxxx
------------------
Name: R. Xxxxxx Xxxx
------------------
Title: Vice President
------------------
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EXHIBIT 10.18
SIXTH AMENDMENT TO
MORTGAGE LOAN WAREHOUSING AGREEMENT
SIXTH AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT (the "Amendment"),
dated as of April 26, 1996, among CAROLINA INVESTORS, INC. ("Borrower"),
EMERGENT GROUP, INC. and EMERGENT MORTGAGE CORP. (each, jointly and severally,
a "Guarantor" and, collectively, the "Guarantors"), and FIRST UNION NATIONAL
BANK OF NORTH CAROLINA ("Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender are parties to a Mortgage Loan
Warehousing Agreement dated as of November 22, 1994, as previously amended by
that certain letter agreement dated as of March 31, 1995, by that certain
Second Amendment to Mortgage Loan Warehousing Agreement dated as of April 30,
1995, by that certain Third Amendment to Mortgage Loan Warehousing Agreement
dated as of October 20, 1995, by that certain Fourth Amendment to Mortgage Loan
Warehousing Agreement dated as of March 6, 1996, and by that certain letter
agreement dated as of March 29, 1996 (as so amended, the "Agreement"); and
WHEREAS, the parties hereto wish to amend the Agreement as set forth
below; and
WHEREAS, subject to and upon the terms and conditions herein set forth,
the Lender is willing to continue to make available to the Borrower the credit
facilities provided for in the Agreement; and
WHEREAS, a specific condition to the willingness of the Lender to continue
to make available to the Borrower the credit facilities provided for in the
Agreement, is the reaffirmation by each of the Guarantors of the Guaranty to
which such Guarantor is a party; and
WHEREAS, each of the Guarantors will derive a material benefit from the
continued availability to the Borrower of the credit facilities provided for in
the Agreement and therefore each of the Guarantors is willing to reaffirm the
Guaranty to which such Guarantor is a party;
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, 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 Agreement, as amended
hereby.
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2. Amendments to the Agreement.
a. Paragraph 7 (e) of the Agreement is hereby deleted in its entirety
and the following paragraph is hereby substituted in lieu thereof:
"7 (e) Transfer of Stock. Permit the acquisition,
purchase, redemption, retirement, transfer or issuance of any
shares of its capital stock now or hereafter outstanding which
would result in EGI, directly or indirectly, owning less than
one hundred percent (100%) of its outstanding capital stock."
b. The definition of the term "Maturity Date" contained in Section
10 of the Agreement is hereby amended by deleting the date "April 30, 1996"
from subsection (a) thereof and inserting the date "March 29, 1997" in lieu
thereof.
c. The definition of the term "Non-Performing Assets" contained in
Section 10 of the Agreement is hereby deleted in its entirety and the
following paragraph is hereby substituted in lieu thereof:
"'Non-Performing Assets' shall mean, as to the Company,
(i) the outstanding principal balance of all Mortgage Loans
owned by the Company which are classified as "non-accruing" or
"non-performing" on the most recent Monthly Operating Report
delivered by the Company to the Lender or which are in the
process of foreclosure, and (ii) the amount shown on the most
recent balance sheet of the Company and its Subsidiaries as the
value of all real property owned by the Company or its
Subsidiaries other than any real property on which the offices
of the Company or its subsidiaries are located."
3. This Amendment shall become effective as of the date hereof,
provided that the Agent shall have received the following items:
(A) A copy of this Amendment executed by the Borrower, by each of
the Guarantors and the Lender (whether such parties shall have
signed the same or different copies);
(B) A Reaffirmation of Guaranty (the "Reaffirmation") executed by
each of the Guarantors in favor of the Lender; and
(C) Resolutions of the Borrower and of each of the Guarantors
authorizing (i) the execution of this Amendment, (ii) in the
case of the Guarantors, the Reaffirmation to which such
Guarantor is a party.
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4. The Borrower hereby represents and warrants that as of the effective
date hereof, there exists no Default or Event of Default under the Agreement
and the Borrower has no claim or cause of action against the Lender arising
out of or relating in any way to the Agreement (as amended hereby) or the
other Credit Documents, and the Borrower hereby waives and releases any and
all claims or causes of action which the Borrower may have as of the
effective date hereof against the Lender arising out of or relating in any
way to the Agreement (as amended hereby) or the other Credit Documents
5. This Amendment is limited and, except as set forth herein, shall not
constitute a modification, acceptance or waiver of any provision of the
Agreement, or any other document or instrument entered into in connection
therewith.
6. This Amendment may be executed in any number of counterparts by the
different parties hereto on separate counterparts, each of which
counterparts when executed and delivered 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 each of the Borrower and the
Lender.
7. 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.
8. From and after the date hereof, all references in the Agreement, and
any other document or instrument entered into in connection therewith, to
the Agreement shall be deemed to be references to the Agreement as amended
hereby.
9. The Guarantors join in the execution and delivery of this Amendment
to acknowledge and consent to the terms hereof and hereby reaffirm their
obligations under the Guaranties.
10. THE LENDER, THE GUARANTORS AND THE BORROWER EACH 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 LENDER TO ENTER INTO THIS
AMENDMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
CAROLINA INVESTORS, INC.,
a South Carolina Corporation
By: \s\ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Treasurer
----------------------------------
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, a national banking association
By: \s\ R. Xxxxxx Xxxx
-------------------------------------
Name: R. Xxxxxx Xxxx
-----------------------------------
Title: Vice President
----------------------------------
EMERGENT GROUP, INC., a South Carolina
Corporation, as a Guarantor
By: \s\ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Treasurer
----------------------------------
EMERGENT MORTGAGE CORP., a South Carolina
corporation, as a Guarantor
By: \s\ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Treasurer
----------------------------------
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EXHIBIT 10.18
SEVENTH AMENDMENT TO
MORTGAGE LOAN WAREHOUSING CREDIT AGREEMENT
SEVENTH AMENDMENT TO MORTGAGE LOAN WAREHOUSING CREDIT AGREEMENT (the
"Amendment"), dated as of September 11, 1996, by and among CAROLINA INVESTORS,
INC. ("Borrower"), EMERGENT GROUP, INC. and EMERGENT MORTGAGE CORP. (each,
jointly and severally, a "Guarantor" and, collectively, the "Guarantors"), and
FIRST UNION NATIONAL BANK OF NORTH CAROLINA ("Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender are parties to a Mortgage Loan
Warehousing Credit Agreement dated as of November 22, 1994, as previously
amended by that certain letter agreement dated as of March 31, 1995, by that
certain Second Amendment to Mortgage Loan Warehousing Credit Agreement dated as
of April 30, 1995, by that certain Third Amendment to Mortgage Loan Warehousing
Credit Agreement dated as of October 20, 1995, by that certain Fourth Amendment
to Mortgage Loan Warehousing Credit Agreement dated as of March 6, 1996, by
that certain letter agreement dated as of March 29, 1996, and by that certain
Sixth Amendment to Mortgage Loan Warehousing Credit Agreement dated as of April
26, 1996 (as so amended, 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 Lender is willing to continue to make available to the Borrower the credit
facilities provided for in the Credit Agreement; and
WHEREAS, a specific condition to the willingness of the Lender to continue
to make available to the Borrower the credit facilities provided for in the
Credit Agreement, is the reaffirmation by each of the Guarantors of the
Guaranty to which such Guarantor is a party; and
WHEREAS, each of the Guarantors will derive a material benefit from the
continued availability to the Borrower of the credit facilities provided for in
the Credit Agreement and therefore each of the Guarantors is willing to
reaffirm the Guaranty to which such Guarantor is a party;
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, and for good and valuable
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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 following sentence is hereby added to the end of Paragraph 1(a) of
the Credit Agreement:
"Provided, that no Loans shall be made or shall be
outstanding under this Agreement at any time at which the amount
of Affiliate Receivables from Affiliates other than EMC shall
exceed $30,000,000."
b. The following paragraph is hereby added as a new Paragraph 2(f)(4) to
the Credit Agreement:
"(4) The Company shall prepay all outstanding Loans to the
Lender on any day on which the amount of Affiliate Receivables
from Affiliates other than EMC shall exceed $30,000,000; provided,
however, that if at such time as the Company shall be required to
prepay Loans under this Paragraph 2(f)(4) the amount of Affiliate
Receivables from Affiliates other than EMC shall be reduced to an
amount less than or equal to $30,000,000, the Company shall not be
required to prepay such Loans."
c. Paragraph 7(o) of the Credit Agreement is hereby deleted in its
entirety and the following paragraph is hereby substituted in lieu thereof:
"7(o) Maximum Affiliate Receivables. Permit the amount of
Affiliate Receivables from Affiliates other than EMC to exceed
$30,000,000 at any time at which (i) there are either (A) any
Loans outstanding under this Agreement, or (B) any advances
outstanding under the EMC Syndicated Facility, or (ii) the
Affiliates (other than EMC) do not have available borrowing
capacity under credit facilities to which such Affiliates are
party, or available liquidity, in either case in the aggregate,
sufficient to repay on demand the amount of such Affiliate
Receivables which are in excess of $30,000,000."
3. This Amendment shall become effective as of the date hereof, provided
that the Lender shall have received by such date the following items:
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(A) A copy of this Amendment executed by the Borrower, each of
the Guarantors and the Lender (whether such parties shall have
signed the same or different copies);
(B) A Reaffirmation of Guaranty (the "Reaffirmation") executed by
each of the Guarantors in favor of the Lender;
(C) Resolutions of the Borrower and of each of the Guarantors
authorizing (i) the execution of this Amendment, and (ii) in the
case of the Guarantors, the Reaffirmation to which such Guarantor is
a party; and
(D) A Certificate of even date herewith signed by the President
or any Vice President of the Borrower and attested to by the
Secretary or any Assistant Secretary of the Borrower certifying that
(i) the Articles, Bylaws and resolutions of the Borrower previously
delivered to the Lender remain in full force and effect except as
provided therein, (ii) the Borrower remains in good standing, (iii)
all representations and warranties of the Borrower previously made
to the Lender remain true, complete and accurate, and (iv) no Event
of Default or Potential Default has occurred and is continuing.
4. This Amendment is limited and, except as set forth herein, shall not
constitute a modification, acceptance or waiver of any 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, each of which counterparts
when executed and delivered 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 each of the Borrower and the Lender.
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 therewith, to
the Credit Agreement shall be deemed to be references to the Credit Agreement
as amended hereby.
8. The Guarantors join in the execution and delivery of this Amendment to
acknowledge and consent to the terms hereof and hereby reaffirm their
obligations under the Guaranties.
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9. THE LENDER, THE GUARANTORS AND THE BORROWER EACH 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 CREDIT 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 LENDER TO ENTER INTO THIS AMENDMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
CAROLINA INVESTORS, INC.,
a South Carolina corporation
By
----------------------------------
Name
--------------------------------
Title
-------------------------------
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, a national banking association
By
----------------------------------
Name
--------------------------------
Title
-------------------------------
EMERGENT GROUP, INC., a South Carolina
corporation, as a Guarantor
By
----------------------------------
Name
--------------------------------
Title
-------------------------------
EMERGENT MORTGAGE CORP., a South Carolina
corporation, as a Guarantor
By
----------------------------------
Name
--------------------------------
Title
-------------------------------
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(CII FACILITY)
REAFFIRMATION OF GUARANTY
TO: First Union National Bank
of North Carolina
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx,
XXXX-00, XX-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
THIS REAFFIRMATION OF GUARANTY (this "Reaffirmation"), dated as of
September 11, 1996, is made by EMERGENT MORTGAGE CORP., a South Carolina
corporation ("Guarantor"), in favor of the "Lender" (as defined below) and is
executed pursuant to the terms of that certain Seventh Amendment to Mortgage
Loan Warehousing Agreement of even date herewith (the "Amendment") among
Carolina Investors, Inc. ("Borrower"), the Guarantor, Emergent Group, Inc. as a
Guarantor and First Union National Bank of North Carolina ("Lender"), which
Amendment amends that certain Mortgage Loan Warehousing Agreement dated as of
November 22, 1994 between the Borrower and Lender, as previously amended (as so
amended, the "Warehousing Agreement"). Capitalized terms used in this
Reaffirmation and not otherwise defined herein shall have the meanings set
forth in the Warehousing Agreement, as amended by the Amendment.
Pursuant to the terms and conditions of the Warehousing Agreement,
Guarantor executed a Guaranty dated as of October 20, 1995 in favor of the
Lender (the "Guaranty"), pursuant to which Guarantor agreed to guaranty the
payment of the Obligations.
Lender has agreed to amend the Warehousing Agreement as set forth in the
Amendment.
A specific condition to the willingness of the Lender to enter into the
Amendment and to continue to make available to Borrower the credit facilities
provided for in the Warehousing Agreement, as so amended, and for Lender to
continue to make available to Guarantor the credit facilities provided for in
that certain Mortgage Loan Warehousing Agreement dated as of March 6, 1996
among the Guarantor as borrower thereunder, the lenders party thereto, and
Lender as agent thereunder, as amended from time to time (as so amended, the
"EMC Warehousing Agreement") is the reaffirmation of the terms of the Guaranty.
Both one hundred percent (100%) of the stock of the Guarantor and one hundred
percent (100%) of the stock of the Borrower are owned, directly or indirectly,
by Emergent Group, Inc. and thus Guarantor will benefit from the continued
availability to Borrower of the credit facilities provided for in the
Warehousing Agreement and the continued availability to
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Guarantor of the credit facilities provided for in the EMC Warehousing
Agreement.
To induce the Lender to modify the terms of the Warehousing Agreement
pursuant to the Amendment, to continue to make available to Borrower the credit
facilities provided for the Warehousing Agreement, as so amended, and to
continue to made available to Guarantor the credit facilities provided for in
the EMC Warehousing Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby
reaffirms its obligations under the Guaranty and agrees that the Guaranty shall
remain in full force and effect with respect to the Obligations.
IN WITNESS WHEREOF, the undersigned has executed this Reaffirmation as of
the date and year first written above.
EMERGENT MORTGAGE CORP.,
a South Carolina corporation
By:
----------------------------------
Name:
----------------------------
Title:
---------------------------
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(CII FACILITY)
REAFFIRMATION OF GUARANTY
TO: First Union National Bank
of North Carolina
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx,
XXXX-00, XX-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
THIS REAFFIRMATION OF GUARANTY (this "Reaffirmation"), dated as of
September 11, 1996, is made by EMERGENT GROUP, INC., a South Carolina
corporation ("Guarantor"), in favor of the "Lender" (as defined below) and is
executed pursuant to the terms of that certain Seventh Amendment to Mortgage
Loan Warehousing Agreement of even date herewith (the "Amendment") among
Carolina Investors, Inc. ("Borrower"), the Guarantor, Emergent Mortgage Corp.
as a Guarantor and First Union National Bank of North Carolina ("Lender"),
which Amendment amends that certain Mortgage Loan Warehousing Agreement dated
as of November 22, 1994 between the Borrower and Lender, as previously amended
(as so amended, the "Warehousing Agreement"). Capitalized terms used in this
Reaffirmation and not otherwise defined herein shall have the meanings set
forth in the Warehousing Agreement, as amended by the Amendment.
Pursuant to the terms and conditions of the Warehousing Agreement,
Guarantor executed a Guaranty dated as of November 22, 1994 in favor of the
Lender (the "Guaranty"), pursuant to which Guarantor agreed to guaranty the
payment of the Obligations.
Lender has agreed to amend the Warehousing Agreement as set forth in the
Amendment.
A specific condition to the willingness of the Lender to enter into the
Amendment and to continue to make available to Borrower the credit facilities
provided for in the Warehousing Agreement, as so amended, is the reaffirmation
of the terms of the Guaranty. Guarantor owns directly or indirectly one
hundred percent (100%) of the outstanding capital voting stock of the Borrower
and thus will benefit from the continued availability to Borrower of the credit
facilities provided for in the Warehousing Agreement.
To induce the Lender to modify the terms of the Warehousing Agreement
pursuant to the Amendment and to continue to make available to Borrower the
credit facilities provided for the Warehousing Agreement, as so amended, and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Guarantor hereby reaffirms its obligations
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under the Guaranty and agrees that the Guaranty shall remain in full force
and effect with respect to the Obligations.
IN WITNESS WHEREOF, the undersigned has executed this Reaffirmation as of
the date and year first written above.
EMERGENT GROUP, INC.,
a South Carolina corporation
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
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