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AMENDMENT NO. 1
Dated as of July 30, 1997
to and under
SECOND AMENDED AND RESTATED
SECURED REVOLVING/TERM CREDIT AGREEMENT
Dated as of July 31, 1996
Resource Bancshares Mortgage Group, Inc. ("RBMG"), the banks listed on
the signature pages hereof (the "Banks"), Bank One, Texas, National
Association, First Bank National Association and NationsBank of Texas, N.A., as
Co-Agents, and The Bank of New York, as Agent and Collateral Agent, agree as
follows:
1. Credit Agreement. Reference is made to the Second Amended
and Restated Secured Revolving/Term Credit Agreement, dated as of July 31,
1996, among Resource Bancshares Mortgage Group, Inc., the banks listed on the
signature pages thereof, Bank One, Texas, National Association, First Bank
National Association, Nationsbank of Texas, N.A. and Texas Commerce Bank
National Association, as Co-Agents, and The Bank of New York, as Agent and
Collateral Agent (the "Credit Agreement"). Terms used in this Amendment No. 1
(this "Amendment") that are defined in the Credit Agreement and are not
otherwise defined herein are used herein with the meanings therein ascribed to
them. The Credit Agreement as amended by this Amendment is and shall continue
to be in full force and effect and is hereby in all respects confirmed,
approved and ratified.
2. Amendments to the Credit Agreement. Upon and after the
Amendment Effective Date (as defined below),
(a) Section 1.03 shall be amended by:
(i) deleting from clause (a)(i)(A)(1) thereof the
figure "2.00%", and inserting in lieu thereof the figure "1.750%";
(ii) deleting from clause (a)(i)(A)(2) thereof the
figures "2.00%" and "0.875%", and inserting in lieu thereof the figures "1.75%"
and "0.625%", respectively;
(iii) deleting from clause (a)(i)(B) thereof the
figures "1.50%" and "1.625%" (in each place appearing), and inserting in lieu
thereof the figures "1.250%" and "1.375%", respectively;
(iv) deleting from clause (a)(i)(C) thereof the
figures "1.25%", and "1.375%" (in each place appearing), and inserting in lieu
thereof the figures "1.000%" and
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"1.125%", respectively; and
(v) deleting from clause (a)(ii) thereof the figures
"0.875%", "1.625%" and "1.375%", and inserting in lieu thereof the figures
"0.625%", "1.375%" and "1.125%", respectively;
(b) Section 1.04 shall be amended by deleting therefrom the
date "October 20, 1997", and inserting in lieu thereof the date "October 20,
1998";
(c) Section 1.08 shall be amended by (i) deleting the figure
"0.25%" from clause (a) thereof, and inserting in lieu thereof the figure
"0.225%", (ii) deleting clause (b) thereof in its entirety, and re-lettering
clause (c) thereof as clause (b), and (iii) inserting a proviso at the end of
clause (a) thereof as follows:
"; provided that so long as the Borrower's long term unsecured senior
debt shall be rated either (a) BBB- or better by Standard & Poor's
Ratings Group or (b) Baa3 or better by Moody's Investors Service,
Inc., such commitment fee shall be 0.20% with respect to HFI and
Receivables Commitments and 0.15% with respect to HFS Commitments.";
(d) Section 6.01(c)(i)(A) shall be amended by (i) replacing
the figure "$100,000" appearing therein with the figure "$250,000" and (ii)
restating the definition of "measuring period" appearing therein in its
entirety as follows:
"`measuring period' means, as of any date, the period of 12 consecutive
months ending on such date";
(e) Section 8.08 shall be amended and restated in its
entirety as follows:
"Section 8.08. Resignation and Removal of the Agent.08. Resignation
and Removal of the Agent.08. Resignation and Removal of the Agent. (a) The
Agent may at any time give notice of its resignation to the Banks and the
Borrower which shall be effective upon the earlier of (i) the date a successor
Agent shall have accepted its appointment as Agent, and (ii) the 30th day after
the giving of such notice. Upon receipt of any such notice of resignation, the
Required Banks may, with the approval of the Borrower, which approval shall not
be unreasonably withheld, appoint a successor Agent. If no successor Agent
shall have been so appointed and have accepted such appointment within 30 days
after the retiring Agent's giving of notice of resignation, then the Borrower
may appoint a successor Agent which shall be one of the Banks other than the
Bank that is the retiring Agent.
(b) The Required Banks may agree to remove the Agent
with or without cause by giving notice to the Agent,
provided, however, that such removal shall not become
effective until the Required Banks, after consultation with
the Borrower, shall have appointed a successor Agent that
agrees to assume all of the duties and obligations of the
Agent under this Agreement and each of the other Loan
Documents and the appointment of such successor Agent does
not cause the Borrower to incur any additional expenses under
the Loan Documents. If no successor Agent shall have been so
appointed by the Required Banks and
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shall have accepted such appointment within 30 days after
after the Banks given notice to the Agent, then the Agent
being removed may, on behalf of the Required Banks and
after consultation with the Borrower, appoint a successor
Agent.
(c) Upon the acceptance by any Person of its
appointment as a successor Agent, (i) such Person shall
thereupon succeed to and become vested with all the rights,
powers, privileges and future duties and obligations of the
retiring or removed Agent and the retiring or removed Agent
shall be discharged from its future duties and obligations as
Agent under the Loan Documents and (ii) the retiring or
removed Agent shall promptly transfer all Collateral within
its possession or control to the possession or control of the
successor Agent and shall execute and deliver such notices,
instructions and assignments as may be necessary or desirable
to transfer the rights of the Agent with respect to the
Collateral to the successor Agent. After the resignation or
removal of any Agent, the provisions of this Article 8 shall
continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as the
Agent.";
(f) Section 10.01 shall be amended by inserting therein, in
proper alphabetical order, the following new definitions:
"`Amendment No. 1' means Amendment No. 1, dated as of
July 30, 1997, to and under the Second Amended and Restated
Secured Revolving/Term Credit Agreement, dated as of July
31, 1996."
"`Effective Date' means the `Amendment Effective Date'
as such term is defined in Amendment No. 1.";
(g) Annex B shall be amended as follows:
(i) by inserting the phrase "less, to the extent not
already deducted, the amount of any non-cash revenues constituting
Net-Income" at the end of the definition of "Cash Flow";
(ii) by inserting the word "such" immediately
preceding the phrase "Regulatory Change" where last appearing in the
definition of "Enacted";
(iii) by (A) inserting the phrase "or a Subsidiary"
immediately following the word "RBMG" where first appearing, and (B)
inserting the phrase "or such Subsidiary's, as the case may be,"
immediately following the word "RBMG's", where first appearing, in the
definition of "Permitted Guaranty";
(iv) by inserting the phrase "the Intercreditor
Agreement (if any)" immediately following the phrase "the Notes," in
the definition of "Loan Documents";
(v) by (A) deleting clause (a)(ii) from the
definition of "Permitted Lien" and inserting in lieu thereof:
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"(ii) any Lien on the assets of any Person
securing Indebtedness of such Person to which
Section 4 of Annex D is not applicable",
and (B) inserting the phrase "and its Subsidiaries" immediately
following the word "RBMG" in clause (iv) thereof;
(vi) by inserting the phrase ", the Secured B/C
Mortgage Warehousing Revolving Credit Agreement" immediately following
the phrase "the Second Amended and Restated Secured Revolving/Term
Credit Agreement" in the definition of "Syndicated Credit Agreements";
(vii) by (A) deleting the word "and" immediately
preceding clause (c) of the definition of "Syndicated Credit Agreement
Effective Date", and inserting in lieu thereof a comma, and (B)
inserting a new clause (d) at the end thereof as follows:
"and (d) the "Effective Date' as that term is defined
in the Secured B/C Mortgage Warehousing Revolving Credit
Agreement"; and
(viii) by inserting therein, in proper alphabetical
order, the following new definition:
"`Secured B/C Mortgage Warehousing Revolving Credit
Agreement' means the Secured B/C Mortgage Warehousing
Revolving Credit Agreement, dated as of July 30, 1997, among
RBMG, the Banks party thereto, The First National Bank of
Chicago, as Documentation Agent, First Union National Bank,
as Syndication Agent, and The Bank of New York, as Agent.";
(h) Section 1 of Annex C shall be amended and restated in its
entirety as follows:
"Section 1. Organization; Power; Qualification. RBMG
and each Subsidiary are corporations or limited liability companies
duly organized, validly existing and in good standing under the laws
of their respective jurisdictions of organization, have the power and
authority to own their respective properties and to carry on their
respective businesses as now being and hereafter proposed to be
conducted and are duly qualified and in good standing as foreign
business entities, and are authorized to do business, in all
jurisdictions in which the character of their respective properties or
the nature of their respective businesses requires such qualification
or authorization, except for qualifications and authorizations the
lack of which, singly or in the aggregate, has not had and does not
have a significant possibility of having a Materially Adverse Effect
on (a) RBMG or (b) the Collateral.";
(i) Section 2 of Annex C shall be amended and restated in its
entirety as
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follows:
"Section 2. Subsidiaries. On the Syndicated Credit
Agreement Date, RBMG has no Subsidiaries other than as set
forth on Schedule Annex C-2.";
(j) Annex C shall be amended by adding thereto a new Schedule
Annex C-2 in the form attached hereto as Schedule Annex C-2;
(k) Section 1 of Annex D shall be amended by (i) deleting the
term "Syndicated Credit Agreement Loan Documents" therefrom and
inserting in lieu thereof the phrase "Loan Documents (as defined in
any Syndicated Credit Agreement)" and (ii) deleting therefrom the word
"corporate" appearing in clause (a) thereof;
(l) Section 4 of Annex D shall be amended by deleting the
phrase "In the case of IMI: the IMI Loans." and inserting in lieu
thereof the phrase "In the case of any Subsidiary:
(i) Indebtedness under any Syndicated Credit
Agreement, (ii) other Indebtedness incurred
by such Subsidiary in connection with a
secured mortgage warehousing loan facility
entered into by such Subsidiary, (iii)
daylight overdrafts and (iv) other
Indebtedness incurred by such Subsidiary in
an aggregate principal amount outstanding
at any time not in excess of $5,000,000.";
(m) Section 5 of Annex D shall be amended by (A) deleting the
phrase ", in the case of RBMG," therefrom and (B) deleting the phrase
"the Guaranty of the IMI Loans" appearing in clause (c) and inserting
in lieu thereof the phrase "Guaranties by RBMG of the obligations of
Subsidiaries (other than in respect of Indebtedness of such
Subsidiaries) incurred in the ordinary course of business of such
Subsidiaries, provided that the maximum aggregate liabilities so
guaranteed by RBMG for all such Subsidiaries may not exceed
$10,000,000";
(n) Section 8 of Annex D shall be amended by (i) deleting
from subsection (b) thereof the word "Subsidiaries" and inserting in
lieu thereof the word "Persons", and (ii) by deleting from subsection
(b) thereof the phrase "an Indebtedness-Free Subsidiary" and inserting
in lieu thereof the phrase "a Wholly-Owned Subsidiary";
(o) Section 9 of Annex D shall be amended by (i) inserting
the parenthetical phrase "(as defined in both of the Second Amended
and Restated Secured Mortgage Warehousing Revolving Credit Agreement
and the Secured B/C Mortgage Warehousing Revolving Credit Agreement)"
immediately following the phrase "Mortgage-Backed Securities"
appearing in clauses (b) and (d) thereof and (ii) replacing the figure
"$2,500,000" appearing in clause (f) thereof with the figure
"$5,000,000"; and
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(p) Section 10 of Annex D shall be amended by (i) inserting
the parenthetical phrase "(as defined in both of the Second Amended
and Restated Secured Mortgage Warehousing Revolving Credit Agreement
and the Secured B/C Mortgage Warehousing Revolving Credit Agreement)"
immediately following the phrase "Mortgage-Backed Securities"
appearing in such clause (a)(i) and (ii) replacing the word "IMI"
appearing therein with the phrase "its Subsidiaries";
(q) Section 11 of Annex D shall be amended by replacing the
word "IMI" appearing therein with the phrase "a Subsidiary";
(r) Section 1 of Annex E shall be amended by (i) inserting
the word "and" immediately following clause (i)(v) thereof, (ii)
replacing the comma and the word "and" appearing at the end of clause
(i)(vi) thereof and (iii) deleting clause (i)(vii) thereof in its
entirety; and
(s) Section 2 of Annex E shall be amended by replacing the
date "March 31, 1996" appearing in clause (a) thereof with the date
"March 31, 1997".
3. Representations and Warranties. In order to induce the
Banks, the Collateral Agent, the Co-Agents and the Agent to agree to amend the
Credit Agreement, RBMG hereby represents and warrants, as follows:
RBMG has the corporate power and authority to execute, deliver and
perform this Amendment and the Credit Agreement as amended by this Amendment
(the Credit Agreement, as so amended, the "Revised Credit Agreement") and has
taken all necessary corporate action to authorize the execution, delivery and
performance of this Amendment and the Revised Credit Agreement. This Amendment
and the Revised Credit Agreement have been duly executed and delivered on
behalf of RBMG, and this Amendment and the Revised Credit Agreement constitute
legal, valid and binding obligations of RBMG, enforceable against it in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency and other similar laws affecting
creditors' rights generally and by general principles of equity. The execution,
delivery and performance of this Amendment and the Revised Credit Agreement do
not and will not (a) violate any Applicable Law or any Contract to which RBMG
or any Subsidiary is a party or by which RBMG or any Subsidiary or any of their
respective properties may be bound, (b) require any license, consent,
authorization, approval or any other action by, or any notice to or filing or
registration with, any Governmental Authority or other Person or (c) result in
the creation or imposition of any Lien on any asset of RBMG except as
contemplated by the Loan Documents.
Each of the foregoing representations and warranties shall be made at
and as of the Amendment Effective Date.
4. Conditions to Effectiveness; Amendment Effective Date.
This Amendment shall be effective as of the date first written above, but shall
not become effective as of such date until the date (the "Amendment Effective
Date") that: (a) the Agent shall have received this Amendment duly executed by
RBMG, the Agent, the Collateral Agent, the Co-Agents and each Bank, and (b)
RBMG shall have paid to the Agent all expenses payable under
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the Credit Agreement for which invoices have been delivered to RBMG, including,
without limitation, the fees and expenses of Winthrop, Stimson, Putnam &
Roberts.
5. Loan Outstandings. Each Bank listed on the signature pages
hereto hereby agrees to make, on the Amendment Effective Date, such payments to
the Agent, in the amounts and for the account of such other Banks as the Agent
shall direct, so that after giving effect to such payments, all of the Loans
outstanding under the Credit Agreement shall be pro rata based on the
Commitments set forth on Annex A hereto.
6. Governing Law. The rights and duties of the parties under
this Amendment shall, pursuant to New York General Obligations Law Section
5-1401, be governed by the law of the State of New York.
7. Counterparts. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto were upon the same instrument.
8. Headings. Section headings in this Amendment are included
herein for convenience and reference only and shall not constitute a part of
this Amendment for any other purpose.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers all as of the
Amendment Effective Date.
RESOURCE BANCSHARES MORTGAGE
GROUP, INC.
By
---------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Agent, Collateral Agent and a Bank
By
---------------------------------
Name: Patricia M. Dominus
Title: Vice President
BANK ONE, TEXAS, N.A.
as Co-Agent and a Bank
By
---------------------------------
Name:
Title:
FIRST BANK NATIONAL ASSOCIATION,
as Co-Agent and a Bank
By
---------------------------------
Name:
Title:
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NATIONSBANK OF TEXAS, N.A.,
as Co-Agent and a Bank
By
---------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By
---------------------------------
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY
By
---------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By
---------------------------------
Name:
Title:
GUARANTY FEDERAL BANK, FSB
By
---------------------------------
Name:
Title:
10
FLEET BANK N.A.
By
---------------------------------
Name:
Title:
COMERICA BANK
By
---------------------------------
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By
---------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By
---------------------------------
Name:
Title:
MARINE MIDLAND BANK
By
---------------------------------
Name:
Title:
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UNION BANK OF CALIFORNIA, N.A.
By
---------------------------------
Name:
Title:
BANKERS TRUST COMPANY
By
---------------------------------
Name:
Title:
HIBERNIA NATIONAL BANK
By
---------------------------------
Name:
Title:
LASALLE NATIONAL BANK
By
---------------------------------
Name:
Title:
PNC BANK, KENTUCKY, INC.
By
---------------------------------
Name:
Title:
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UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By
---------------------------------
Name:
Title:
By
---------------------------------
Name:
Title:
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS
Receivables
and Notice Addresses Commitment Commitment
Commitment ---------- ----------
- ----------------------
THE BANK OF NEW YORK $6,000,000 $5,250,000
$3,750,000
Domestic Lending Office:
The Bank of New York
One Wall Street
New York, NY 10286
LIBOR Lending Office:
The Bank of New York
One Wall Street
New York, NY 10286
Notice Address:
The Bank of New York
One Wall Street
New York, NY 10286
Telex No.:
Telecopy No.:
(212) 635-8268
(212) 635-6468
Telephone No.:
(212) 635-7887
(212) 635-6467
(212) 635-8267
Attention: Patricia M. Dominus
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- ---------------------- ---------- ---------- -----------
BANK ONE, TEXAS, $6,000,000 $5,250,000 $3,750,000
NATIONAL ASSOCIATION
Domestic Lending Office:
Bank One, Texas,
National Association
1717 Main Street
Dallas, TX 75201
LIBOR Lending Office:
Bank One, Texas, National Association
1717 Main Street
Dallas, TX 75201
Notice Address:
Bank One, Texas, National Association
1717 Main Street
Dallas, TX 75201
Telex No.:
Telecopy No.: (214) 290-2054
Telephone No.: (214) 290-2376
Attention: Douglas Dixon
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
FIRST BANK NATIONAL $6,000,000 $5,250,000 $3,750,000
ASSOCIATION
Domestic Lending Office:
First Bank National Association
Mortgage Banking Services
601 Second Avenue South
Minneapolis, MN 55402-4302
LIBOR Lending Office:
First Bank National Association
Mortgage Banking Services
601 Second Avenue South
Minneapolis, MN 55402-4302
Notice Address:
First Bank National Association
Mortgage Banking Services
601 Second Avenue South
Minneapolis, MN 55402-4302
Telex No.:
Telecopy No.: (612) 973-0826
Telephone No.: (612) 973-0572
(612) 973-0609
Attention: John P. Crenshaw
David R. Peterson
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
BANK OF AMERICA NT&SA $4,800,000 $4,200,000 $3,000,000
Domestic Lending Office:
Bank of America NT&SA
1130 South Figueroa Street
Los Angeles, CA 90015
Attention: Tina Dao
LIBOR Lending Office:
Bank of America NT&SA
1130 South Figueroa Street
Los Angeles, CA 90015
Attention: Tina Dao
Notice Address:
Bank of America NT&SA
Mortgage Warehousing Unit #6739
24022 Calle de la Plata, Suite 405
Laguna Hills, CA 92653
Telex No.:
Telecopy No.: (714) 951-4046/4055
Telephone No.: (714) 951-4171
Attention: Donald L. Eppley
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
FIRST UNION NATIONAL $6,000,000 $5,250,000 $3,750,000
BANK
Domestic Lending Office:
First Union National Bank
301 South College Street DC-6
Charlotte, NC 28288-0166
LIBOR Lending Office:
First Union National Bank
301 South College Street DC-6
Charlotte, NC 28288-0166
Notice Address:
First Union National Bank
301 South College Street DC-6
Charlotte, NC 28288-0166
Telex No.:
Telecopy No.: (704) 374-7102
Telephone No.: (704) 383-5374
Attention: Carolyn Eskridge
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
GUARANTY FEDERAL BANK, $6,000,000 $5,250,000 $3,750,000
FSB
Domestic Lending Office:
Guaranty Federal Bank, FSB
Mortgage Finance Division - 10th Floor
8333 Douglas Avenue
Dallas, Texas 75225
LIBOR Lending Office:
Guaranty Federal Bank, FSB
Mortgage Finance Division - 10th Floor
8333 Douglas Avenue
Dallas, Texas 75225
Notice Address:
Guaranty Federal Bank, FSB
Mortgage Finance Division - 10th Floor
8333 Douglas Avenue
Dallas, Texas 75225
Telex No.: (214) 360-2865
Telecopy No.: (214) 360-1660
Telephone No.: (214) 360-1968
Attention: James B. Clapp
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
COMERICA BANK $3,600,000 $3,150,000 $2,250,000
Domestic Lending Office:
Comerica Bank
One Detroit Center
500 Woodward Avenue
Detroit, MI 48226
LIBOR Lending Office:
Comerica Bank
One Detroit Center
500 Woodward Avenue
Detroit, MI 48226
Notice Address:
Comerica Bank
One Detroit Center
500 Woodward Avenue
Detroit, MI 48226
Telex No.:
Telecopy No.: (313) 222-9295
Telephone No.: (313) 222-9285
Attention: Von L. Ringger
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
FLEET BANK, NATIONAL $6,000,000 $5,250,000 $3,750,000
ASSOCIATION
Domestic Lending Office:
Fleet Bank N.A.
Mortgage Banking Dept.
175 Water Street, 28/F
New York, NY 10038
LIBOR Lending Office:
Fleet Bank N.A.
Mortgage Banking Dept.
175 Water Street, 28/F
New York, NY 10038
Notice Address:
Fleet Bank N.A.
Mortgage Banking Dept.
175 Water Street, 28/F
New York, NY 10038
Telex No.:
Telecopy No.: (212) 602-3704
Telephone No.: (212) 602-3631
Attention: Robert W. Pierson
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
NATIONSBANK OF TEXAS, $6,000,000 $5,250,000 $3,750,000
N.A.
Domestic Lending Office:
NationsBank of Texas, N.A.
901 Main Street
Dallas, TX 75202
LIBOR Lending Office:
NationsBank of Texas, N.A.
901 Main Street
Dallas, TX 75202
Notice Address:
NationsBank of Texas, N.A.
901 Main Street
Dallas, TX 75202
Telex No.:
Telecopy No.: (214) 508-0338
Telephone No.: (214) 508-0975
Attention: Elizabeth Kurilecz
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
THE FIRST NATIONAL $4,000,000 $3,500,000 $2,500,000
BANK OF CHICAGO
Domestic Lending Office:
The First National Bank
of Chicago
One First National Plaza
16th Floor, Mail Suite 0098
Chicago, IL 60670-0098
LIBOR Lending Office:
The First National Bank
of Chicago
One First National Plaza
16th Floor, Mail Suite 0098
Chicago, IL 60670-0098
Contact: Peter Scarpelli (312) 732-1068
Telecopy No.: (312) 732-3852
Notice Address:
The First National Bank
of Chicago
One First National Plaza
16th Floor, Mail Suite 0098
Chicago, IL 60670-0098
Telex No.: (312) 732-6222
Telecopy No.: (312) 732-4423
Telephone No.: (312) 732-1100
(312) 732-1188
Attention: Patrick Power
Ann Chudacoff
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
[S] [C] [C] [C]
NATIONAL CITY BANK OF $4,000,000 $3,500,000 $2,500,000
KENTUCKY
Domestic Lending Office:
National City Bank, Kentucky
421 West Market Street
Louisville, KY 40202
LIBOR Lending Office:
National City Bank, Kentucky
421 West Market Street
Louisville, KY 40202
Notice Address:
National City Bank, Kentucky
421 West Market Street
Louisville, KY 40202
Telex No.:
Telecopy No.: (502) 581-4154
Telephone No.: (502) 581-6455
Attention: Robert J. Ogburn
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
MARINE MIDLAND BANK $1,000,000 $875,000 $625,000
Domestic Lending Office:
Marine Midland Bank
One Marine Midland Center, 27th Floor
Buffalo, NY 14203
LIBOR Lending Office:
Marine Midland Bank
One Marine Midland Center, 27th Floor
Buffalo, NY 14203
Notice Address:
Marine Midland Bank
One Marine Midland Center, 27th Floor
Buffalo, NY 14203
Telex No.:
Telecopy No.: (716) 841-4199
Telephone No.: (716) 841-2931
Attention: David S. DePasquale
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Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
CREDIT LYONNAIS $3,200,0 $2,800,000 $2,000,000
Domestic Lending Office:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019
LIBOR Lending Office:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019
Notice Address:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019
Telex No.: 423494/235655/02723
Telecopy No.: (212) 261-3401
Telephone No.: (212) 261-7408
(212) 261-7367
Attention: Gregory Raue
Kathleen Deacy
13
26
Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
BANKERS TRUST $2,000,000 $1,750,000 $1,250,000
Domestic Lending Office:
Bankers Trust
280 Park Avenue - 23 West
New York, NY 10017
LIBOR Lending Office:
Bankers Trust
280 Park Avenue - 23 West
New York, NY 10017
Notice Address:
Bankers Trust
280 Park Avenue - 23 West
New York, NY 10017
Telex No.:
Telecopy No.: (212) 454-3821
Telephone No.: (212) 454-3198
Attention: Kevin M. McCann
14
27
Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- -----------
UNION BANK OF CALIFORNIA $2,200,000 $1,925,000 $1,375,000
Domestic Lending Office:
Union Bank of California
350 California St., 11th Floor
San Francisco, CA 94104
LIBOR Lending Office:
Union Bank of California
350 California St., 11th Floor
San Francisco, CA 94104
Notice Address:
Union Bank of California
350 California St., 11th Floor
San Francisco, CA 94104
Telex No.: 188316/UnionSFO UT
Telecopy No.: (415) 705-7037
Telephone No.: (415) 705-7062
(415) 705-7090
Attention: Donald Rubin
15
28
Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
PNC BANK $3,600,000 $3,150,000 $2,250,000
Domestic Lending Office:
PNC Bank
Two Tower Center - 18th
East Brunswick, NJ 08816
LIBOR Lending Office:
PNC Bank
Two Tower Center - 18th
East Brunswick, NJ 08816
Notice Address:
PNC Bank
Two Tower Center - 18th
East Brunswick, NJ 08816
Telex No.:
Telecopy No.: (908) 220-3737
Telephone No.: (908) 220-3515
Attention: Glenn Hedde
16
29
Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
LASALLE NATIONAL BANK $3,600,000 $3,150,000 $2,250,000
Domestic Lending Office:
LaSalle National Bank
120 South LaSalle - 4th Floor
Chicago, IL 60603
LIBOR Lending Office:
LaSalle National Bank
120 South LaSalle - 4th Floor
Chicago, IL 60603
Notice Address:
LaSalle National Bank
120 South LaSalle - 4th Floor
Chicago, IL 60603
Telex No.:
Telecopy No.: (312) 904-6382
Telephone No.: (312) 904-7460
Attention: John Swift
17
30
Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
UNION BANK OF $2,000,000 $1,750,000 $1,250,000
SWITZERLAND
Domestic Lending Office:
Union Bank of Switzerland,
New York Branch
299 Park Avenue
New York, NY 10171
LIBOR Lending Office:
Union Bank of Switzerland,
New York Branch
299 Park Avenue
New York, NY 10171
Notice Address:
Union Bank of Switzerland,
New York, Branch
299 Park Avenue
New York, NY 10171
Telex No.:
Telecopy No.: (212) 821-4541
Telephone No.: (212) 821-3020
Attention: Bob Mendeles
18
31
Annex A
Revolving/Term
Banks, Lending Offices HFI HFS Receivables
and Notice Addresses Commitment Commitment Commitment
- -------------------- ---------- ---------- ----------
HIBERNIA NATIONAL BANK $4,000,000 $3,500,000 $2,500,000
Domestic Lending Office:
Hibernia National Bank
313 Carondelet Street
New Orleans, LA 70130
LIBOR Lending Office:
Hibernia National Bank
313 Carondelet Street
New Orleans, LA 70130
Notice Address:
Hibernia National Bank
313 Carondelet Street
New Orleans, LA 70130
Telex No.:
Telecopy No.: (504) 533-5344
Telephone No.: (504) 533-3041
Attention: Skip Santos
19
32
SCHEDULE ANNEX C-2
SCHEDULE OF SUBSIDIARIES
Meritage Mortgage Corporation
Intercounty Mortgage, Inc.
Carolina Merger Sub, Inc.
RBC Merger Sub, Inc.
Corridor Mortgage Company, LLC
RBMG Subsidiary Inc.
20
33
EXECUTION COPY
AMENDMENT NO. 3
Dated as of July 30, 1997
to and under
SECOND AMENDED AND RESTATED
SECURED MORTGAGE WAREHOUSING REVOLVING CREDIT AGREEMENT
Dated as of July 31, 1996
and
AMENDMENT NO. 1
Dated as of July 30, 1997
to and under
SECOND AMENDED AND RESTATED MORTGAGE WAREHOUSING
SECURITY AND COLLATERAL AGENCY AGREEMENT
Dated as of July 31, 1996
Resource Bancshares Mortgage Group, Inc. ("RBMG"), the banks listed on the
signature pages hereof (the "Banks"), Bank One, Texas, National Association,
First Bank National Association and NationsBank of Texas, N.A., as Co-Agents,
LaSalle National Bank (formerly LaSalle National Trust, N.A.), as Collateral
Agent, and The Bank of New York, as Agent, agree as follows:
1. Credit Agreement; Security and Collateral Agency Agreement. Reference
is made to (a) the Second Amended and Restated Secured Mortgage Warehousing
Revolving Credit Agreement, dated as of July 31, 1996, among Resource
Bancshares Mortgage Group, Inc., Intercounty Mortgage, Inc., the banks listed
on the signature pages thereof, Bank One, Texas, National Association, First
Bank National Association, NationsBank of Texas, N.A. and Texas Commerce Bank
National Association, as Co-Agents, and The Bank of New York, as Agent (the
"Credit Agreement") and (b) the Second Amended and Restated Mortgage
Warehousing Security and Collateral Agency Agreement, dated as of July 31,
1996, among Resource Bancshares Mortgage Group, Inc., Intercounty Mortgage,
Inc., The Bank of New York, as Agent, and LaSalle National Bank (formerly
LaSalle National Trust, N.A.), as Collateral Agent (the "Security and
Collateral Agency Agreement"). Terms used in this Amendment No. 3 and
Amendment No. 1 (this "Amendment") that are defined in the Credit Agreement and
are not otherwise defined herein are used herein with the meanings therein
ascribed to them. Each of the Credit Agreement and the Security and Collateral
Agency Agreement, as amended by this Amendment, is and shall continue to be in
full force and effect and is hereby in all respects confirmed, approved and
ratified.
34
2. Amendments to the Credit Agreement. Upon and after the Amendment
Effective Date (as defined below),
(a) Section 1.03 shall be amended by (i) restating clauses (a)(i)(A), (B)
and (C) in their entirety as follows:
"(a) Rates(a) Rates(a) Rates(a) Rates. (i) (A) Mortgage Warehousing
Loans(i) (A) Mortgage Warehousing Loans(i) (A) Mortgage Warehousing
Loans(i) (A) Mortgage Warehousing Loans. Each Mortgage Warehousing Loan
shall bear interest on the outstanding principal amount thereof until due at a
rate per annum equal to,
(1) so long as it is a Dry Funding Mortgage Warehousing Loan
(aa) that is a LIBOR Rate Loan, the applicable Adjusted
LIBOR Rate plus the Applicable Margin, and
(bb) that is a Federal Funds Rate Loan (x) with respect
to so much of the principal amount of such Federal Funds Rate
Loan as on any day exceeds the applicable Balance Funded
Amount on such day, the Federal Funds Rate plus the
Applicable Margin and (y) with respect to so much of the
principal amount of such Federal Funds Rate Loan as on such
day does not exceed such Balance Funded Amount on such day,
the Applicable Margin (the 'Dry Warehousing Balance Funded
Rate'), and
(2) so long as it is a Wet Funding Mortgage Warehousing Loan
(aa) that is a LIBOR Rate Loan, the applicable Adjusted
LIBOR Rate plus the Applicable Margin, plus 0.10%,
(bb) that is a Federal Funds Rate Loan (x) with respect
to so much of the principal amount of such Federal Funds Rate
Loan as on any day exceeds the applicable Balance Funded
Amount on such day, the Federal Funds Rate plus the
Applicable Margin, plus 0.10%, and (y) with respect to so
much of the principal amount of such Federal Funds Rate Loan
as on such day does not exceed such Balance Funded Amount on
such day plus the Applicable Margin, plus 0.10% (the 'Wet
Warehousing Balance Funded Rate').
(3) so long as it is an Aged Wet Funding Mortgage Warehousing
Loan
(aa) that is a LIBOR Rate Loan, the applicable Adjusted
LIBOR Rate plus the Applicable Margin, plus 0.50%,
(bb) that is a Federal Funds Rate Loan (x) with respect
to so much of the principal amount of such Federal Funds Rate
Loan as on any day exceeds the applicable Balance Funded
Amount on such day, the Federal
2
35
Funds Rate plus the Applicable Margin, plus 0.50%, and (y)
with respect to so much of the principal amount of such
Federal Funds Rate Loan as on such day does not exceed such
Balance Funded Amount on such day, the Applicable Margin plus
0.50% (the 'Aged Wet Warehousing Balance Funded Rate').
(B) Working Capital Loans(B) Working Capital Loans(B) Working
Capital Loans(B) Working Capital Loans. Each Working Capital Loan shall
bear interest on the outstanding principal amount thereof until due at a
rate per annum equal to,
(1) so long as it is a LIBOR Rate Loan, the applicable
Adjusted LIBOR Rate plus 1.25%, and
(2) so long as it is a Federal Funds Rate Loan (x) with
respect to so much of the principal amount of such Federal Funds
Rate Loan as on any day exceeds the applicable Balance Funded
Amount on such day, the Federal Funds Rate plus 1.25% and (y) with
respect to so much of the principal amount of such Federal Funds
Rate Loan as on such day does not exceed the Balance Funded Amount
on such day, 1.25% (the 'Working Capital Balance Funded Rate').
(C) Swing Loans(C) Swing Loans(C) Swing Loans(C) Swing Loans. Each
Swing Loan shall bear interest on the outstanding principal amount
thereof until due at a rate per annum equal to:
(1) with respect to so much of the principal amount of such
Loan as on any day exceeds the applicable Balance Funded Amount on
such day, the Federal Funds Rate plus, if such Swing Loan is a Dry
Funding Swing Loan, the Applicable Margin, if such Swing Loan is a
Wet Funding Swing Loan, the Applicable Margin plus 0.10% and if
such Swing Loan is an Aged Wet Funding Swing Loan, the Applicable
Margin plus 0.50%; and
(2) with respect to so much of the principal amount of such
Loan as on such day does not exceed the Balance Funded Amount on
such day, if such Swing Loan is a Dry Funding Swing Loan, the
Applicable Margin (the 'Dry Swing Loan Balance Funded Rate'), if
such Swing Loan is a Wet Funding Swing Loan, the Applicable Margin
plus 0.10% (the 'Wet Swing Loan Balance Funded Rate') and if such
Swing Loan is an Aged Wet Funding Swing Loan, the Applicable Margin
plus 0.50% (the 'Aged Wet Swing Loan Balance Funded Rate')."; and
(ii) deleting the figures "0.60%", "0.90%" and "1.50%" from
clause (ii) thereof, and inserting in lieu thereof the phrases "the
Applicable Margin", "the Applicable Margin plus 0.10%" and "the
Applicable Margin plus 0.50%", respectively;
(b) Section 1.05(c) shall be amended by restating the last sentence
thereof in its entirety as follows:
3
36
"The Borrower shall give the Agent prompt notice of the
failure of a contemplated sale of a Mortgage Loan or a Mortgage-Backed
Security to settle and of the amount of the repayment referred to above
in this Section 1.05(c) that, as a result of such failure, will not be
made.";
(c) Section 1.08 shall be restated in its entirety as follows:
"Section 1.08. Fees.08. Fees.08. Fees.08. Fees.
(a) Facility Fees(a) Facility Fees(a) Facility Fees(a) Facility
Fees. The Borrowers shall pay to the Agent for the account of each Bank
a facility fee on the daily average amount of such Bank's aggregate
Commitments for each day from the Effective Date to the Termination Date
at a rate per annum equal to the Applicable Facility Fee Percentage,
payable quarterly in arrears on the last day of March, June, September
and December during each year from the Effective Date through the
Termination Date, on the Termination Date and on the date of each
reduction of Commitments pursuant to Section 1.07(a) (to the extent then
accrued and unpaid on the amount of such reduction).
(b) Amendment Fee(b) Amendment Fee(b) Amendment Fee(b) Amendment
Fee. The Borrowers shall pay to the Agent for the account of each Bank
an amendment fee for each amendment of this Agreement in an amount equal
to $1,000, except that this Section 1.08(b) shall not apply to the first
two amendments made during any consecutive 12 month period and, for
purposes of this Section 1.08(b), an increase in the Commitments pursuant
to Section 1.07(b) (other than an increase in the Commitments to an
amount in excess of $750,000,000) shall not constitute an 'amendment.'";
(d) A new Section 4.03 shall be added, reading in its entirety as
follows:
"Section 4.03 Walsh Acquisition. RBMG shall not, and shall not
permit any Subsidiary to, merge or consolidate with Walsh Holding Co.,
Inc., ('Walsh') or any Subsidiary of Walsh, or acquire all or
substantially all of the assets or business from or Capital Securities of
Walsh or any Subsidiary of Walsh, without the prior written consent of
Banks having more than 75% of the aggregate amount of the Commitments at
the time of such merger, consolidation or acquisition.";
(e) Section 6.01(c)(i)(A) shall be amended by (i) replacing the
figure "$100,000" appearing therein with the figure "$250,000" and (ii)
restating the definition of "measuring period" appearing therein in its
entirety as follows:
"'measuring period' means, as of any date, the period of 12 consecutive
months ending on such date";
(f) Section 6.01(j) shall be amended by inserting the phrase
", either prior to the Security Release Date or subsequent to the Security Date"
immediately following the phrase "the Security Interest" appearing in clause
(ii) thereof;
4
37
(g) Section 8.08 shall be amended and restated in its entirety as
follows:
"Section 8.08. Resignation and Removal of the Agent.08.
Resignation and Removal of the Agent.08. Resignation and Removal of the
Agent.08. Resignation and Removal of the Agent. (a) The Agent may at
any time give notice of its resignation to the Banks and RBMG which shall
be effective upon the earlier of (i) the date a successor Agent shall
have accepted its appointment as Agent, and (ii) the 30th day after the
giving of such notice. Upon receipt of any such notice of resignation,
the Required Banks may, with the approval of RBMG, which approval shall
not be unreasonably withheld, appoint a successor Agent. If no successor
Agent shall have been so appointed and have accepted such appointment
within 30 days after the retiring Agent's giving of notice of
resignation, then RBMG may appoint a successor Agent which shall be one
of the Banks other than the Bank that is the retiring Agent.
(b) The Required Banks may agree to remove the Agent with or
without cause by giving notice to the Agent, provided, however,
that such removal shall not become effective until the Required
Banks, after consultation with RBMG, shall have appointed a
successor Agent that agrees to assume all of the duties and
obligations of the Agent under this Agreement and each of the other
Loan Documents and the appointment of such successor Agent does not
cause RBMG to incur any additional expenses under the Loan
Documents. If no successor Agent shall have been so appointed by
the Required Banks and shall have accepted such appointment within
30 days after the Banks given notice to the Agent, then the Agent
being removed may, on behalf of the Required Banks and after
consultation with RBMG, appoint a successor Agent.
(c) Upon the acceptance by any Person of its appointment as a
successor Agent, (i) such Person shall thereupon succeed to and
become vested with all the rights, powers, privileges and future
duties and obligations of the retiring or removed Agent and the
retiring or removed Agent shall be discharged from its future
duties and obligations as Agent under the Loan Documents and (ii)
the retiring or removed Agent shall promptly transfer all
Collateral within its possession or control to the possession or
control of the successor Agent and shall execute and deliver such
notices, instructions and assignments as may be necessary or
desirable to transfer the rights of the Agent with respect to the
Collateral to the successor Agent. After the resignation or
removal of any Agent, the provisions of this Article 8 shall
continue in effect for its benefit in respect of any actions taken
or omitted to be taken by it while it was acting as the Agent.";
(h) Section 9.10(a)(ii) shall be amended by inserting the phrase
"and the Borrowers (which consent shall not be unreasonably withheld)"
immediately following the phrase "consented to by the Agent" in clause
(A)(1)(aa) thereof;
(i) A new Section 9.25 shall be added, reading in its entirety as
follows:
5
38
"Section 9.25. Release of Security. Unless a Default shall
have occurred and be continuing, promptly after the first date (the
'Security Release Date') upon which (a) RBMG's S&P senior unsecured debt
rating is BBB+ or better or RBMG's Moody's senior unsecured debt rating
is Baa1 or better, and (b) RBMG shall have delivered to the Agent such
UCC-1 financing statements, together with such other instruments and
other documents as the Agents may request, the possession of which is
necessary or appropriate in the determination of the Agents to create or
perfect a security interest in favor of the Agents, the Collateral Agent
and the Banks, in the Collateral under Applicable Law, in each case
undated and executed in blank, the Collateral Agent, on behalf of
itself, the Agents and the Banks, shall, at RBMG's expense, execute and
deliver to RBMG such instruments of release, UCC termination statements
and other documents as RBMG may reasonably request in order to release
the Security Interest; provided that, after any such release, on the
first date (the 'Security Date') upon which RBMG's S&P senior unsecured
debt rating is less than BBB+ and the RBMG's Moody's senior unsecured
debt rating is less than Baa1, (x) the Agent or the Collateral Agent may
file any or all of the items referred to in clause (b) above as it shall
determine is necessary or appropriate to create or perfect a security
interest in favor of the Agents, the Collateral Agent and the Banks,
effective on or after the Security Date, in the Collateral under
Applicable Law, and (y) on the tenth day after the Security Date, RBMG
shall, and shall cause the other Borrower to, execute and deliver a
security agreement, in form and substance satisfactory to the Agents,
together with such other instruments and other documents as the Agents
may request, the possession of which is necessary or appropriate in the
determination of the Agents to create or perfect a security interest in
favor of the Agents, the Collateral Agent and the Banks, effective on
the Security Date, in the Collateral under Applicable Law."; and
(j) Section 10.01 shall be amended as follows:
(i) by restating the definition of "Approved Investor"
therein in its entirety as follows:
"'Approved Investor' means FNMA, FHLMC, GNMA, SONYMA or any
other financial institution listed on Schedule 10.01-A. The Agent
and the Co-Agents may from time to time agree in writing to add
financial institutions to the list set forth on Schedule 10.01-A.
The Agent shall give prompt notice to the Co-Agents of any request
of RBMG to add a financial institution or institutions and attempt
to obtain a response from the Co-Agents to such request within
seven Business Days of its receipt. The Agent shall give notice to
the Banks of any determination to add a financial institution or
institutions to Schedule 10.01-A. Should a response not be
forthcoming within such period, the request shall be deemed to have
been denied. The Agent and Co-Agents may in their sole discretion
remove any financial institution from the list set forth in
Schedule 10.01-A; provided that prior to any such removal of an
Approved Investor, the Agent shall give RBMG and each Bank notice
of, and an opportunity to discuss, any such proposed removal.";
6
39
(ii) by inserting the word "completed" immediately before the
phrase "one-to-four family" in each place appearing in clause (o) of the
definition of "Eligible Mortgage Collateral";
(iii) by inserting the phrase "(a) in the case that such Mortgage
Loan is a refinancing of an existing mortgage loan, the appraised value
of the Property encumbered thereby, and (b) in any other case,"
immediately before the phrase "the lesser of", and changing the symbols
"(a)" and "(b)" to "(i)" and "(ii)", respectively, in the definition of
"Loan-to-Value Ratio";
(iv) by inserting therein, in proper alphabetical order, the
following new definitions:
"'Amendment No. 3' means Amendment No. 3, dated as of July 30,
1997, to and under the Second Amended and Restated Secured Mortgage
Warehousing Revolving Credit Agreement, dated as of July 31, 1996."
"'Applicable Facility Fee Percentage' means, for any day, the
percentage set forth below based on the Tier with the highest debt
rating applicable on such day, as follows:
Tier Applicable Fee Percentage
---- -------------------------
Tier I 0.100%
Tier II 0.125%
Tier III 0.150%;
provided that if two Tiers would be applicable on any day and
(i) such Tiers are more than one Tier apart or (ii) Tier III is
one of the applicable Tiers as a result of RBMG's Indebtedness not
being rated by one of Moody's and S&P, the Applicable Fee Percentage
for such day shall be the percentage set forth above for the Tier that
is one Tier above the lower of such two Tiers (it being understood
that Tier III is the lowest Tier). For purposes hereof, 'Tier I'
shall apply for so long as RBMG's S&P senior unsecured debt rating is
BBB or better or RBMG's Moody's senior unsecured debt rating is Baa2
or better, 'Tier II' shall apply for so long as RBMG's S&P senior
unsecured debt rating is BBB- or RBMG's Moody's senior unsecured debt
rating is Baa3, and 'Tier III' shall apply for so long as RBMG's S&P
senior unsecured debt rating is less than BBB- and Moody's senior
unsecured debt rating is less than Baa3 and for long as RBMG's
Indebtedness is not rated by either or both of S&P and Moody's."
7
40
"'Applicable Margin' means, for any day, the percentage set
forth below based on the Tier with the highest debt rating
applicable on such day, as follows:
Tier Applicable Margin
---- -----------------
Tier I 0.350%
Tier II 0.375%
Tier III 0.450%;
provided that if two Tiers would be applicable on any day and
(i) such Tiers are more than one Tier apart or (ii) Tier III is one
of the applicable Tiers as a result of RBMG's Indebtedness not
being rated by one of Moody's and S&P, the Applicable Margin for
such day shall be the percentage set forth above for the Tier that
is one Tier above the lower of such two Tiers (it being understood
that Tier III is the lowest Tier). For purposes hereof, 'Tier I'
shall apply for so long as RBMG's S&P senior unsecured debt rating
is BBB or better or RBMG's Moody's senior unsecured debt rating is
Baa2 or better, 'Tier II' shall apply for so long as RBMG's S&P
senior unsecured debt rating is BBB- or RBMG's Moody's senior
unsecured debt rating is Baa3, and 'Tier III' shall apply for so
long as RBMG's S&P senior unsecured debt rating is less than BBB-
and RBMG's Moody's senior unsecured debt rating is less than Baa3
and for so long as RBMG's Indebtedness is not rated by either or
both of S&P and Moody's."
"'Effective Date' means the 'Amendment Effective Date' as such
term is defined in Amendment No. 3."
"'Intercreditor Agreement' means the Intercreditor Agreement,
dated as of July 30, 1997, among The Bank of New York, as Agent,
and as agent under the Secured B/C Mortgage Warehousing Revolving
Credit Agreement, LaSalle National Bank (formerly LaSalle National
Trust, N.A.), as Collateral Agent, and as collateral agent under
the B/C Mortgage Warehousing Security and Collateral Agency
Agreement, and the other agents, co-agents and lending institutions
party thereto."
"'Security Date' has the meaning ascribed to that term in
Section 9.25."
"'Security Release Date' has the meaning ascribed to that term
in Section 9.25.";
(k) Section 10.02 shall be amended by adding a new clause (g) thereto,
reading in its entirety as follows:
"(g) Any term defined in both Section 10.01 and Annex B shall
have the meaning ascribed thereto in Section 10.01.";
(l) Annex B shall be amended as follows:
8
41
(i) by inserting the phrase "less, to the extent not already
deducted, the amount of any non-cash revenues constituting Net-Income" at
the end of the definition of "Cash Flow";
(ii) by inserting the word "such" immediately preceding the phrase
"Regulatory Change" where last appearing in the definition of "Enacted";
(iii) by (A) inserting the phrase "or a Subsidiary" immediately
following the word "RBMG" where first appearing, and (B) inserting the
phrase "or such Subsidiary's, as the case may be," immediately following
the word "RBMG's", where first appearing, in the definition of "Permitted
Guaranty";
(iv) by inserting the phrase "the Intercreditor Agreement (if any)"
immediately following the phrase "the Notes," in the definition of "Loan
Documents";
(v) by (A) deleting clause (a) (ii) from the definition of
"Permitted Lien" and inserting in lieu thereof:
"(ii) any Lien on the assets of any Person securing
Indebtedness of such Person to which Section 4 of Annex D is not
applicable.",
and (B) inserting the phrase "and its Subsidiaries" immediately following
the word "RBMG" in clause (iv) thereof;
(vi) by inserting the phrase ", the Secured B/C Mortgage Warehousing
Revolving Credit Agreement" immediately following the phrase "the Second
Amended and Restated Secured Revolving/Term Credit Agreement" in the
definition of "Syndicated Credit Agreements";
(vii) by (A) deleting the word "and" immediately preceding clause
(c) of the definition of "Syndicated Credit Agreement Effective Date",
and inserting in lieu thereof a comma, and (B) inserting a new clause (d)
at the end thereof as follows:
"and (d) the 'Effective Date' as that term is defined in the
Secured B/C Mortgage Warehousing Revolving Credit Agreement"; and
(viii) by inserting therein, in proper alphabetical order, the
following new definition:
"'Secured B/C Mortgage Warehousing Revolving Credit Agreement'
means the Secured B/C Mortgage Warehousing Revolving Credit
Agreement, dated as of July 30, 1997, among RBMG, the Banks party
thereto, The First National Bank of Chicago, as Documentation
Agent, First Union National Bank, as Syndication Agent, and The
Bank of New York, as Agent.";
9
42
(m) Section 1 of Annex C shall be amended and restated in its entirety as
follows:
"Section 1. Organization; Power; Qualification. RBMG and each
Subsidiary are corporations or limited liability companies duly
organized, validly existing and in good standing under the laws of their
respective jurisdictions of organization, have the power and authority to
own their respective properties and to carry on their respective
businesses as now being and hereafter proposed to be conducted and are
duly qualified and in good standing as foreign business entities, and are
authorized to do business, in all jurisdictions in which the character of
their respective properties or the nature of their respective businesses
requires such qualification or authorization, except for qualifications
and authorizations the lack of which, singly or in the aggregate, has not
had and does not have a significant possibility of having a Materially
Adverse Effect on (a) RBMG or (b) the Collateral.";
(n) Section 2 of Annex C shall be amended and restated in its entirety as
follows:
"Section 2. Subsidiaries. On the Syndicated Credit Agreement
Date, RBMG has no Subsidiaries other than as set forth on Schedule Annex
C-2.";
(o) Annex C shall be amended by adding thereto a new Schedule Annex C-2 in
the form attached hereto as Schedule Annex C-2.
(p) Section 1 of Annex D shall be amended by (i) deleting the term
"Syndicated Credit Agreement Loan Documents" therefrom and inserting in lieu
thereof the phrase "Loan Documents (as defined in any Syndicated Credit
Agreement)" and (ii) deleting therefrom the word "corporate" appearing in
clause (a) thereof;
(q) Section 4 of Annex D shall be amended by deleting the phrase "In the
case of IMI: the IMI Loans." and inserting in lieu thereof the phrase "In the
case of any Subsidiary:
(i) Indebtedness under any Syndicated Credit Agreement, (ii) other
Indebtedness incurred by such Subsidiary in connection with a secured
mortgage warehousing loan facility entered into by such Subsidiary, (iii)
daylight overdrafts and (iv) other Indebtedness incurred by such
Subsidiary in an aggregate principal amount outstanding at any time not
in excess of $5,000,000.";
(r) Section 5 of Annex D shall be amended by (A) deleting the phrase ", in
the case of RBMG," therefrom and (B) deleting the phrase "the Guaranty of the
IMI Loans" appearing in clause (c) and inserting in lieu thereof the phrase
"Guaranties by RBMG of the obligations of Subsidiaries (other than in respect
of Indebtedness of such Subsidiaries) incurred in the ordinary course of
business of such Subsidiaries, provided that the maximum aggregate liabilities
so guaranteed by RBMG for all such Subsidiaries may not exceed $10,000,000";
10
43
(s) Section 8 of Annex D shall be amended by (i) deleting from subsection
(b) thereof the word "Subsidiaries" and inserting in lieu thereof the word
"Persons", and (ii) by deleting from subsection (b) thereof the phrase "an
Indebtedness-Free Subsidiary" and inserting in lieu thereof the phrase "a
Wholly-Owned Subsidiary";
(t) Section 9 of Annex D shall be amended by (i) inserting the
parenthetical phrase "(as defined in both of the Second Amended and Restated
Secured Mortgage Warehousing Revolving Credit Agreement and the Secured B/C
Mortgage Warehousing Revolving Credit Agreement)" immediately following the
phrase "Mortgage-Backed Securities" appearing in clauses (b) and (d) thereof
and (ii) replacing the figure "$2,500,000" appearing in clause (f) thereof with
the figure "$5,000,000";
(u) Section 10 of Annex D shall be amended by (i) inserting the
parenthetical phrase "(as defined in both of the Second Amended and Restated
Secured Mortgage Warehousing Revolving Credit Agreement and the Secured B/C
Mortgage Warehousing Revolving Credit Agreement)" immediately following the
phrase "Mortgage-Backed Securities" appearing in such clause (a)(i) and (ii)
replacing the word "IMI" appearing therein with the phrase "its Subsidiaries";
(v) Section 11 of Annex D shall be amended by replacing the word "IMI"
appearing therein with the phrase "a Subsidiary";
(w) Section 1 of Annex E shall be amended by (i) inserting the word "and"
immediately following clause (i)(v) thereof, (ii) replacing the comma and the
word "and" appearing at the end of clause (i)(vi) thereof and (iii) deleting
clause (i)(vii) thereof in its entirety; and
(x) Section 2 of Annex E shall be amended by replacing the date "March 31,
1996" appearing in clause (a) thereof with the date "March 31, 1997".
3. Amendments to Security and Collateral Agency Agreement. Upon and after
the Amendment Effective Date (as defined below),
(a) Section 4 shall be amended by deleting the phrase "20 Business Days"
appearing therein and inserting in lieu thereof the phrase "20 days";
(b) Section 8 shall be amended by adding thereto new clauses (e) and (f),
reading in their entirety as follows:
"(e) From time to time until the Agent notifies the Collateral
Agent (by telephone, telefacsimile or otherwise) that an Event of Default
has occurred and is continuing and that it should cease to release
Collateral pursuant to this Section 8(e), the Collateral Agent is hereby
authorized upon written request of RBMG to release documentation relating
to Mortgage Loans constituting 'Collateral' (as such term is defined in
the Secured B/C Mortgage Warehousing Revolving Credit Agreement) ('B/C
Collateral') to the 'Collateral Agent' (as such term is defined in the
Secured B/C Mortgage Warehousing Revolving Credit Agreement) (the 'B/C
Collateral Agent') for
11
44
the purpose of perfecting the Lien granted to the B/C Collateral Agent
pursuant to the 'Security Agreement' (as such term is defined in the
Secured B/C Mortgage Warehousing Revolving Credit Agreement) (the 'B/C
Mortgage Warehousing Security and Collateral Agency Agreement').
(f) Upon the occurrence of the Security Release Date, subject to
the conditions set forth in Section 9.25 of the Credit Agreement, upon
the request of the Pledgor, the Collateral Agent shall, at the Pledgor's
expense, execute and deliver to the Pledgor such instruments of release,
UCC termination statements and other documents (including all Collateral
theretofore delivered to the Collateral Agent by the Pledgor) as the
Pledgor may reasonably request in order to release the Security
Interest.";
(c) Section 16 shall be amended by (i) inserting the phrase "or the B/C
Collateral Agent" immediately following the phrase "to the Collateral Agent" in
clause (b) thereof and (ii) inserting the phrase "the grant of the security
interest to the B/C Collateral Agent in Collateral constituting B/C Collateral
pursuant to the B/C Mortgage Warehousing Security and Collateral Agency
Agreement" immediately following the phrase "Mortgage-Backed Securities under
Take-Out Commitments" in clause (b) thereof; and
(d) Attachment 5 thereto shall be restated in its entirety as set forth on
Attachment 5 hereto.
4. Representations and Warranties. In order to induce the Banks, the
Collateral Agent, the Co-Agents and the Agent to agree to amend the Credit
Agreement and the Security and Collateral Agency Agreement, RBMG hereby
represents and warrants, as follows:
RBMG has the corporate power and authority to execute, deliver and perform
this Amendment and each of the Credit Agreement and the Security and Collateral
Agency Agreement, as amended by this Amendment (the Credit Agreement, as so
amended, together with the Security and Collateral Agency Agreement, as so
amended, the "Revised Agreements"), and has taken all necessary corporate
action to authorize the execution, delivery and performance of this Amendment
and each of the Revised Agreements. This Amendment and each of the Revised
Agreements have been duly executed and delivered on behalf of RBMG, and this
Amendment and each of the Revised Agreements constitute legal, valid and
binding obligations of RBMG, enforceable against it in accordance with their
respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency and other similar laws affecting creditors' rights
generally and by general principles of equity. The execution, delivery and
performance of this Amendment and each of the Revised Agreements do not and
will not (a) violate any Applicable Law or any Contract to which RBMG or any
Subsidiary is a party or by which RBMG or any Subsidiary or any of their
respective properties may be bound, (b) require any license, consent,
authorization, approval or any other action by, or any notice to or filing or
registration with, any Governmental Authority or other Person or (c) result in
the creation or imposition of any Lien on any asset of RBMG except as
contemplated by the Loan Documents.
12
45
Each of the foregoing representations and warranties shall be made at and
as of the Amendment Effective Date.
5. Conditions to Effectiveness; Amendment Effective Date. This Amendment
shall be effective as of the date first written above, but shall not become
effective as of such date until the date (the "Amendment Effective Date") that:
(a) the Agent shall have received this Amendment duly executed by RBMG, the
Agent, the Collateral Agent, the Co-Agents and each Bank, and (b) RBMG shall
have paid to the Agent all expenses payable under the Credit Agreement for
which invoices have been delivered to RBMG, including, without limitation, the
fees and expenses of Winthrop, Stimson, Putnam & Roberts.
6. Loan Agreement Outstandings. Each Bank listed on the signature pages
hereto hereby agrees to make, on the Amendment Effective Date, such payments to
the Agent, in the amounts and for the account of such other Banks as the Agent
shall direct, so that, after giving effect to such payments, all of the Loans
outstanding under the Credit Agreement shall be pro rata based on the
Commitments set forth on Annex A hereto.
7. Governing Law. The rights and duties of the parties under this
Amendment shall, pursuant to New York General Obligations Law Section 5-1401,
be governed by the law of the State of New York.
8. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto were upon the same instrument.
9. Headings. Section headings in this Amendment are included herein for
convenience and reference only and shall not constitute a part of this
Amendment for any other purpose.
13
46
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers all as of the Amendment Effective
Date.
RESOURCE BANCSHARES MORTGAGE
GROUP, INC.
By
--------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Agent and a Bank
By
--------------------------
Name: Patricia M. Dominus
Title: Vice President
BANK ONE, TEXAS, N.A.,
as Co-Agent and a Bank
By
--------------------------
Name:
Title:
FIRST BANK NATIONAL ASSOCIATION,
as Co-Agent and a Bank
By
--------------------------
Name:
Title:
14
47
NATIONSBANK OF TEXAS, N.A.,
as Co-Agent and a Bank
By
--------------------------
Name:
Title:
LASALLE NATIONAL BANK,
as Collateral Agent
By
--------------------------
Name:
Title:
LASALLE NATIONAL BANK,
as a Bank
By
--------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By
--------------------------
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY
By
--------------------------
Name:
Title:
15
48
FIRST UNION NATIONAL BANK
By
--------------------------
Name:
Title:
GUARANTY FEDERAL BANK, FSB
By
--------------------------
Name:
Title:
FLEET BANK N.A.
By
--------------------------
Name:
Title:
COMERICA BANK
By
--------------------------
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By
--------------------------
Name:
Title:
16
49
THE FIRST NATIONAL BANK OF CHICAGO
By
--------------------------
Name:
Title:
MARINE MIDLAND BANK
By
--------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By
--------------------------
Name:
Title:
BANKERS TRUST COMPANY
By
--------------------------
Name:
Title:
HIBERNIA NATIONAL BANK
By
--------------------------
Name:
Title:
17
50
PNC BANK, KENTUCKY, INC.
By
--------------------------
Name:
Title:
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By
--------------------------
Name:
Title:
By
--------------------------
Name:
Title:
18
51
ANNEX A
MORTGAGE WAREHOUSING
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
THE BANK OF NEW YORK $48,245,614.04 $1,754,385.96
Domestic Lending Office:
The Bank of New York
One Wall Street
New York, NY 10286
LIBOR Lending Office:
The Bank of New York
One Wall Street
New York, NY 10286
Notice Address:
The Bank of New York
One Wall Street
New York, NY 10286
Telex No.:
Telecopy No.: (212) 635-8268
(212) 635-6468
Telephone No.: (212) 635-7887
(212) 635-6467
(212) 635-8267
Attention: Patricia M. Dominus
52
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
BANK ONE, TEXAS,
NATIONAL ASSOCIATION $43,421,052.63 $1,578,947.37
Domestic Lending Office:
Bank One, Texas,
National Association
1717 Main Street
Dallas, TX 75201
LIBOR Lending Office:
Bank One, Texas,
National Association
1717 Main Street
Dallas, TX 75201
Notice Address:
Bank One, Texas,
National Association
1717 Main Street
Dallas, TX 75201
Telex No.:
Telecopy No.: (214) 290-2275
(214) 290-2054
Telephone No.: (214) 290-2376
Attention: Douglas Dixon
2
53
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
GUARANTY FEDERAL BANK, FSB $26,535,087.72 $964,912.28
Domestic Lending Office:
Guaranty Federal Bank, FSB
Mortgage Finance Division - 10th Floor
8333 Douglas Avenue
Dallas, Texas 75225
LIBOR Lending Office:
Guaranty Federal Bank, FSB
Mortgage Finance Division - 10th Floor
8333 Douglas Avenue
Dallas, Texas 75225
Notice Address:
Guaranty Federal Bank, FSB
Mortgage Finance Division - 10th Floor
8333 Douglas Avenue
Dallas, Texas 75225
Telex No.: (214) 360-2865
Telecopy No.: (214) 360-1660
Telephone No.: (214) 360-1968
Attention: James B. Clapp
3
54
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
FLEET BANK, N.A. $31,842,105.26 $1,157,894.74
Domestic Lending Office:
Fleet Bank, N.A.
Mortgage Banking Department
175 Water Street, 28th Floor
New York, NY 10038
LIBOR Lending Office:
Fleet Bank, N.A.
Mortgage Banking Department
175 Water Street, 28th Floor
New York, NY 10038
Notice Address:
Fleet Bank, N.A.
Mortgage Banking Department
175 Water Street, 28th Floor
New York, NY 10038
Telex No.:
Telecopy No.: (212) 602-3704
Telephone No.: (212) 602-3631
Attention: Robert W. Pierson
4
55
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
NATIONSBANK OF TEXAS, N.A. $43,421,052.63 $1,578,947.37
Domestic Lending Office:
NationsBank of Texas
901 Main Street, 14th Floor
Dallas, Texas 75202
LIBOR Lending Office:
NationsBank of Texas
901 Main Street, 14th Floor
Dallas, Texas 75202
Notice Address:
NationsBank of Texas
901 Main Street, 67th Floor
Dallas, Texas 75202
Telex No.:
Telecopy No.: (214) 508-0338
Telephone No.: (214) 508-0975
(214) 508-9349
Attention: Elizabeth Kurilecz
5
56
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
NATIONAL CITY BANK OF KENTUCKY $26,535,087.72 $964,912.28
Domestic Lending Office:
National City Bank, Kentucky
Mortgage Companies Division
421 West Market Street, LO-4
Louisville, KY 40202
LIBOR Lending Office:
National City Bank, Kentucky
Mortgage Companies Division
421 West Market Street, LO-4
Louisville, KY 40202
Notice Address:
National City Bank, Kentucky
Mortgage Companies Division
421 West Market Street, LO-4
Louisville, KY 40202
Telex No.:
Telecopy No.: (502) 581-4154
(502) 581-7874
Telephone No.: (502) 581-6455
Attention: Robert J. Ogburn
6
57
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION $38,596,491.23 $1,403,508.77
Domestic Lending Office:
Bank of America
1130 South Figueroa Street
Los Angeles, CA 90015
Attention: Tina Dao
LIBOR Lending Office:
Bank of America
1130 South Figueroa Street
Los Angeles, CA 90015
Attention: Tina Dao
Notice Address:
Bank of America
Mortgage Warehousing Unit #6739
24022 Calle de la Plata, Suite 405
Laguna Hills, CA 92653
Telex No.:
Telecopy No.: (714) 951-4046/4055
Telephone No.: (714) 951-4171
Attention: Donald L. Eppley
7
58
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
CREDIT LYONNAIS $24,122,807.02 $ 877,192.98
Domestic Lending Office:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019
LIBOR Lending Office:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019
Notice Address:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019
Telex No.: 423494/235655/02723
Telecopy No.: (212) 261-3401
Telephone No.: (212) 261-7408
(212) 261-7367
Attention: Gregory Raue
Kathleen Deacy
8
59
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
COMERICA BANK $26,535,087.72 $ 964,912.28
Domestic Lending Office:
Comerica Bank
One Detroit Center
500 Woodward Avenue, 7th Floor
Detroit, MI 48226
LIBOR Lending Office:
Comerica Bank
One Detroit Center
500 Woodward Avenue, 7th Floor
Detroit, MI 48226
Notice Address:
Comerica Bank
One Detroit Center
500 Woodward Avenue, 7th Floor
Detroit, MI 48226
Telex No.:
Telecopy No.: (313) 222-9295
Telephone No.: (313) 222-9285
Attention: Von L. Ringger
Michael F. Kastner
9
60
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
FIRST UNION NATIONAL BANK $31,842,105.26 $1,157,894.74
Domestic Lending Office:
First Union National Bank
301 S. College Street DC-6
Charlotte, NC 28288-0166
LIBOR Lending Office:
First Union National Bank
301 S. College Street DC-6
Charlotte, NC 28288-0166
Notice Address:
First Union National Bank
301 S. College Street DC-6
Charlotte, NC 28288-0166
Telex No.: n/a
Telecopy No.: (704) 383-5056
Telephone No.: (704) 383-5374
Attention: Carolyn Eskridge
10
61
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
FIRST BANK NATIONAL
ASSOCIATION $43,421,052.63 $1,578,947.37
Domestic Lending Office:
First Bank National Association
Mortgage Banking Services
First Bank Place - MPFP0801
601 Second Avenue South
Minneapolis, MN 55402-4302
LIBOR Lending Office:
First Bank National Association
Mortgage Banking Services
First Bank Place - MPEP0801
601 Second Avenue South
Minneapolis, MN 55402-4302
Notice Address:
First Bank National Association
Mortgage Banking Services
First Bank Place - MPEP0801
601 Second Avenue South
Minneapolis, MN 55402-4302
Telex No.:
Telecopy No.: (612) 973-0826
Telephone No.: (612) 973-0572
(612) 973-0609
Attention: John P. Crenshaw
David R. Peterson
11
62
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
THE FIRST NATIONAL
BANK OF CHICAGO $26,535,087.72 $964,912.28
Domestic Lending Office:
The First National Bank
of Chicago
One First National Plaza
16th Floor, Mail Suite 0098
Chicago, IL 60670-0098
LIBOR Lending Office:
The First National Bank
of Chicago
One First National Plaza
16th Floor, Mail Suite 0098
Chicago, IL 60670-0098
Contact: Peter Scarpelli
(312) 732-1068
Telecopy No.: (312) 732-3852
Notice Address:
The First National Bank
of Chicago
One First National Plaza
16th Floor, Mail Suite 0098
Chicago, IL 60670-0098
Telex No.: (312) 732-6222
Telecopy No.: (312) 732-4423
Telephone No.: (312) 732-1100
(312) 732-1188
Attention: Patrick Power
Ann Chudacoff
12
63
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
UNION BANK OF CALIFORNIA $14,473,684.21 $526,315.79
Domestic Lending Office:
Union Bank of California
350 California St., 11th Floor
San Francisco, CA 94104
LIBOR Lending Office:
Union Bank of California
350 California St., 11th Floor
San Francisco, CA 94104
Notice Address:
Union Bank of California
350 California St., 11th Floor
San Francisco, CA 94104
Telex No.: 188316/UnionSFO UT
Telecopy No.: (415) 705-7037
Telephone No.: (415) 705-7062
(415) 705-7090
Attention: Donald Rubin
13
64
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
MARINE MIDLAND BANK $14,473,684.21 $526,315.79
Domestic Lending Office:
Marine Midland Bank
One Marine Midland Center
Buffalo, N.Y. 14203
LIBOR Lending Office:
Marine Midland Bank
One Marine Midland Center
Buffalo, N.Y. 14203
Notice Address:
Marine Midland Bank
One Marine Midland Center
Buffalo, N.Y. 14203
Telex No.:
Telecopy No.: (716) 841-2707
Telephone No.: (716) 841-2931
Attention: David S. DePasquale
14
65
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
BANKERS TRUST $19,298,245.61 $701,754.39
Domestic Lending Office:
Bankers Trust
280 Park Avenue - 23 West
New York, NY 10017
LIBOR Lending Office:
Bankers Trust
280 Park Avenue - 23 West
New York, NY 10017
Notice Address:
Bankers Trust
280 Park Avenue - 23 West
New York, NY 10017
Telex No.:
Telecopy No.: (212) 454-3821
Telephone No.: (212) 454-3198
Attention: Kevin M. McCann
15
66
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
PNC BANK KENTUCKY, INC. $26,535,087.72 $964,912.28
Domestic Lending Office:
PNC Bank Kentucky, Inc.
500 W. Jefferson St., Suite 1200
Louisville, KY 40202
LIBOR Lending Office:
PNC Bank Kentucky, Inc.
500 W. Jefferson St., Suite 1200
Louisville, KY 40202
Notice Address:
PNC Bank Kentucky, Inc.
500 W. Jefferson St., Suite 1200
Louisville, KY 40202
Telex No.:
Telecopy No.: (908) 220-3737
Telephone No.: (908) 220-3515
Attention: Glenn Hedde
16
67
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
LASALLE NATIONAL BANK $23,157,894.74 $842,105.26
Domestic Lending Office:
LaSalle National Bank
120 South LaSalle - 4th Floor
Chicago, IL 60603
LIBOR Lending Office:
LaSalle National Bank
120 South LaSalle - 4th Floor
Chicago, IL 60603
Notice Address:
LaSalle National Bank
120 South LaSalle - 4th Floor
Chicago, IL 60603
Telex No.:
Telecopy No.: (312) 904-6382
Telephone No.: (312) 904-7460
Attention: Ben Schreiner/John Swift
17
68
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
UNION BANK OF SWITZERLAND, $12,061,403.51 $438,596.49
NEW YORK BRANCH
Domestic Lending Office:
Union Bank of Switzerland,
New York Branch
299 Park Avenue
New York, NY 10171
LIBOR Lending Office:
Union Bank of Switzerland,
New York Branch
299 Park Avenue
New York, NY 10171
Notice Address:
Union Bank of Switzerland,
New York, Branch
299 Park Avenue
New York, NY 10171
Telex No.:
Telecopy No.: (212) 821-4541
Telephone No.: (212) 821-3020
Attention: Bob Mendeles
18
69
Annex A
Mortgage Warehousing
Banks, Lending Offices Warehousing Working Capital
and Notice Addresses Loan Commitments Commitments
------------------------ ---------------- ---------------
HIBERNIA NATIONAL BANK $28,947,368.42 $1,052,631.58
Domestic Lending Office:
Hibernia National Bank
313 Carondelet Street
New Orleans, LA 70130
LIBOR Lending Office:
Hibernia National Bank
313 Carondelet Street
New Orleans, LA 70130
Notice Address:
Hibernia National Bank
313 Carondelet Street
New Orleans, LA 70130
Telex No.:
Telecopy No.: (504) 533-5344
Telephone No.: (504) 533-3041
Attention: Edward K. Santos
19
70
SCHEDULE ANNEX C-2
SCHEDULE OF SUBSIDIARIES
Meritage Mortgage Corporation
Intercounty Mortgage, Inc.
Carolina Merger Sub, Inc.
RBC Merger Sub, Inc.
Corridor Mortgage Company, LLC
RBMG Subsidiary Inc.
71
ATTACHMENT 5
TO SECURITY AGREEMENT
LaSalle National Bank
TRANSMITTAL LETTER
(Direct Investor Shipping)
[Date]
[NAME AND ADDRESS OF INVESTOR]
Re: Purchase of Mortgage Loans from
Resource Bancshares Mortgage Group, Inc.
----------------------------------------
Ladies and Gentlemen:
Pursuant to the terms and conditions set forth below, we hereby deliver to
___________________________ (the "Investor"), with this letter, the original
executed promissory note(s) and other documentation, all as set forth on
Schedule 1 attached hereto (the "Mortgage Loan Documentation") evidencing the
mortgage loan(s) described on Schedule 1 attached hereto (the "Mortgage
Loan(s)"). LaSalle National Bank, as collateral agent (the "Secured Party")
for the agents and lenders under the Second Amended and Restated Mortgage
Warehousing Revolving Credit Agreement, dated as of July 31, 1996, among
Resource Bancshares Mortgage Group, Inc. ("RBMG"), Intercounty Mortgage, Inc.,
the Banks listed on the signature pages thereof, Bank One, Texas, National
Association, First Bank National Association, NationsBank of Texas, N.A. and
Texas Commerce Bank National Association, as Co-Agents, and The Bank of New
York, as Agent (the "Credit Agreement"), has a perfected first lien security
interest in the Mortgage Loan(s) for the benefit of the agents and lenders
under the Credit Agreement, pursuant to a Second Amended and Restated Mortgage
Warehousing Security and Collateral Agency Agreement among the Secured Party,
RBMG, IMI and The Bank of New York, as Agent. The Secured Party expressly
retains and reserves all of its rights in the Mortgage Loan(s), the Mortgage
Loan Documentation and all related security instruments, files and documents
(the "Loan Documents") until the Investor has paid the Secured Party the
Warehouse Purchase Amount (as hereinafter defined) for the Mortgage Loan(s) in
accordance with this letter.
By taking physical possession of this letter, the Mortgage Loan
Documentation and the other Loan Documents, the Investor hereby agrees: (i) to
hold in trust, as bailee for the Secured Party, the Mortgage Loan Documentation
and all Loan Documents that it receives related to the Mortgage Loan(s), until
its status as bailee is terminated as set forth herein; (ii) not to release or
deliver, or authorize the release or delivery of, any of the Mortgage Loan
Documentation or any
72
other Loan Document to RBMG or any other person or take any other action with
respect to the Mortgage Loan Documentation or any Loan Document which release,
delivery or other action could cause the security interest of the Secured Party
to become unperfected or which could otherwise jeopardize the perfected security
interest of the Secured Party in the Mortgage Loan(s); (iii) to deliver, or
to cause to be delivered, the Warehouse Purchase Amount only to the Secured
Party's Receiving Bank (as defined below) pursuant to the terms set forth below
and to honor a change in such terms only upon receipt of written instruction by
the Secured Party; (iv) to return the Mortgage Loan Documentation immediately to
the Secured Party (A) upon receipt of a written request by the Secured Party,
(B) in the event that the Investor elects not to purchase the Mortgage Loan(s),
or (C) in the event that the Mortgage Loan Documentation requires completion
and/or correction and (v) to remit the Warehouse Purchase Amount to the Secured
Party's Receiving Bank (as defined below) only in accordance with the wire
instructions set forth below or in accordance with the written instructions of
the Secured Party. Please note that should the Investor remit the Warehouse
Purchase Amount to any other entity or Person, the Secured Party will not
consider the Warehouse Purchase Amount to have been paid and will not release
its security interest or terminate the responsibilities of the Investor as
bailee for the Secured Party until the Warehouse Purchase Amount has been
properly remitted to the Secured Party's Receiving Bank (as defined below) as
set forth herein.
The Secured Party agrees that its security interest in the Mortgage
Loan(s) shall be fully released and the responsibilities of the Investor as
bailee shall terminate upon the Investor's irrevocable payment to the Secured
Party of an amount (the "Warehouse Purchase Amount") equal to the greater of
(1) the purchase price for the Mortgage Loan(s) agreed to by the Investor and
RBMG and (2) $___________, which is the full amount of all outstanding Loans
(as defined in the Credit Agreement) made by Banks (as defined in the Credit
Agreement) in respect of the Mortgage Loan(s). If the Secured Party consents
to the payment of a Warehouse Purchase Amount for the Mortgage Loan(s) that is
less than the amount of the outstanding Loans (as defined in the Credit
Agreement) with respect to the Mortgage Loan(s), as set forth in clause (2) of
the preceding sentence, the Secured Party shall release its security interest
in the Mortgage Loan(s) only upon full payment of the remaining outstanding
Loans (as defined in the Credit Agreement) with respect to such Mortgage
Loan(s). All payments by the Investor shall be remitted via federal funds
pursuant to the following wire transfer instructions.
Wire transfer instructions:
Receiving Bank:
Address:
ABA Number:
Account Name:
Account Number:
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In the event of any inconsistency between the provisions of this letter
and the provisions of any other instrument or document delivered by the Secured
Party to the Investor with this letter or in connection with the Mortgage
Loan(s), including, without limitation, any "release" or similar document, the
provisions of this letter shall control.
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By:
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Its:
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