SECOND MODIFICATION OF SECOND AMENDED
AND RESTATED LOAN AGREEMENT
THIS SECOND MODIFICATION OF SECOND AMENDED AND RESTATED LOAN
AGREEMENT (this "Agreement") is entered into as of the 31st day of
March, 1997, by and between AMRESCO, INC., a Delaware corporation
("AMRESCO"), and the other entities designated as "Borrowers" in
Exhibit A attached hereto (collectively, "Borrowers"), NationsBank
of Texas, N.A., a national banking association, as agent ("Agent")
for itself and the other Lenders (as defined in the Loan Agreement
(defined below)), and the other Lenders.
W I T N E S S E T H:
WHEREAS, reference is made to the credit facilities in the
maximum principal amount of $350,000,000, governed by that certain
Second Amended and Restated Loan Agreement (as amended from time to
time, the "Loan Agreement") dated February 7, 1997, executed by and
among certain Lenders (the "Lenders"), Agent and Borrowers (each
term used herein but not otherwise defined herein shall be defined
as set forth in the Loan Agreement); and
WHEREAS, Borrowers have requested that certain changes be made
to the Loan Agreement, including without limitation, (a) the
addition of several entities as lenders thereunder, and (b) the
modification of certain definitions and certain negative covenants
set forth therein; and
WHEREAS, Agent and the other Lenders have agreed to the above
requests, subject to the terms and conditions contained herein.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, That for and
in consideration of the terms and conditions contained herein and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto,
Agent, the other Lenders and Borrowers hereby agree as follows:
1. Definitions. Section 1.1 of the Loan Agreement is hereby
amended as follows:
(a) The following definitions are amended and restated
in their entirety to read as follows:
Additional Debt means any Debt of any Borrower (other
than AMRESCO) which Borrower was or is hereafter established
for the purpose of making Mortgage Investments or Franchise
Investments and conducting all activities ancillary to making
Mortgage Investments or Franchise Investments; provided that
(a) other than the guaranty by AMRESCO of the ACC Warehouse
Line, neither AMRESCO nor any Borrower other than the Borrower
using the proceeds of such Debt for the purposes described
above or co-borrowers (other than AMRESCO) on such Debt, shall
have any payment obligation with respect to, or give any
collateral to secure, such Debt, (b) any such Debt shall be
fully collateralized at its inception, and (c) in no event
shall the aggregate amount of Cash Contributed Capital exceed
the greater of (i) 7.5% of Total Capital or (ii) 10% of the
balance sheet value of Mortgage Investments and Franchise
Assets securing the Additional Debt outstanding on the date of
determination. The balance sheet value of such Mortgage
Investments and Franchise Investments shall be determined in
accordance with GAAP and marked to market no less than
quarter-annually.
Amendment Fee has the meaning set forth in Section 2.3(f)
hereof.
Adjusted EBITDA means the difference between (a)
Consolidated EBITDA and (b) any Net Gains.
EBITDA Availability shall be equal to the lesser of (a)
$250,000,000, or (b) the product of (i) 2.5 times (ii)
Adjusted EBITDA calculated for the immediately preceding
twelve consecutive months, provided, that, if Adjusted EBITDA
declines for two (2) consecutive fiscal quarters, then, as of
the quarter end for the second quarter of such decline and
continuing thereafter, Adjusted EBITDA shall be the lesser of
(x) Adjusted EBITDA calculated for the immediately preceding
twelve (12) months or (y) Adjusted EBITDA calculated for the
immediately preceding three (3) months and annualized.
Eligible Assignee means (a) a Lender; (b) an Affiliate of
a Lender; and (c) any other Person approved by the Agent (such
approval not to be unreasonably withheld or delayed) and,
unless an Event of Default has occurred and is continuing at
the time any assignment is effected in accordance with Section
11.10, AMRESCO, such approval not to be unreasonably withheld
or delayed by AMRESCO and such approval to be deemed given by
AMRESCO if no objection is received by the assigning Lender
and the Agent from AMRESCO within two (2) Business Days after
notice of such proposed assignment has been provided by the
assigning Lender to AMRESCO; provided, however, that (i) none
of the Borrowers nor any Affiliate of any of the Borrowers
shall qualify as an Eligible Assignee and (ii) AMRESCO shall
have the right set forth in Section 11.10(g).
Excluded Subsidiaries means, collectively, (a) AMRESCO
Advisors, Inc., a Texas corporation, and any other existing or
future Subsidiary of any Borrower which is subject to the
Investment Advisors Act of 1940, as amended, and (b) AMRESCO-MBS I,
Inc., a Delaware corporation, AMRESCO Commercial, ARSC,
ACCC, and such other Subsidiaries as are designated in writing
to Agent by AMRESCO as Excluded Subsidiaries.
Fixed Charge Coverage Ratio means, for any date of
determination, the ratio of (a) the sum of (i) Adjusted
EBITDA plus (ii) Consolidated Lease Expense, both for the
immediately preceding twelve calendar months, to (b) the sum
of (i) Consolidated Interest Expense plus (ii) Consolidated
Lease Expense, both for the immediately preceding twelve
calendar months.
Franchise Investments means loans to business franchises
or investments in securities backed by loans to such business
franchises.
Interest Coverage Ratio means, for any date of
determination, the ratio of (a) Adjusted EBITDA for the
immediately preceding twelve calendar months to (b)
Consolidated Interest Expense for the immediately preceding
twelve calendar months.
LIBOR Margin means the applicable margins based on
AMRESCO's Senior Consolidated Funded Debt to Adjusted EBITDA
ratio computed as of the last day of each calendar quarter on
a trailing four-quarter basis or a Qualified Investment Rating
(whichever results in the lowest applicable margin), as
determined pursuant to Schedule II attached hereto.
Qualified Investment Rating means the highest currently
effective rating of the Credit Facilities, rated together, at
the time of determination, if any, given by Fitch Investors
Service, Inc., Standard & Poor's Ratings Group (a Division of
▇▇▇▇▇▇-▇▇▇▇, Inc.), ▇▇▇▇▇'▇ Investors Services, Inc., Duff &
▇▇▇▇▇▇ Credit Rating Co. ("DCR") or such other rating agency
acceptable to the Required Lenders; provided, that if DCR
gives a rating higher than BBB- and such rating is the highest
currently effective rating, the Qualified Investment Rating
shall be the higher of (a) the highest rating other than the
rating given by DCR, or (b) the previous rating given by DCR
which was BBB- or lower.
Revolving Credit Facility means the revolving line of
credit created pursuant to this Agreement in an amount equal
to the lesser of (a) an amount equal to (i) $350,000,000 less
(ii) the Term Facility, or (b) the Revolving Commitment.
Revolving Facility Termination Date means May 31, 1999.
Term Facility means the term facility created by this
Agreement in an amount not to exceed Sixty Million and No/100
Dollars ($60,000,000.00), evidenced by the promissory notes to
be made by Borrowers to each Term Lender in the amount of such
Term Lender's Term Loan Commitment Amount.
(b) Subparagraph (h) of the definition of "Required
Lenders" is hereby amended and restated as set forth below:
(h) After the occurrence of an Event of Default, all
other decisions, consents and votes required by the Lenders
will require the approval of the Lenders holding at the time
in question a portion of the Credit Facilities (including
participations in Letters of Credit) equal to or greater than
51% of the sum of (i) the aggregate unpaid principal amount of
the Notes, plus (ii) the Letter of Credit Exposure, plus (iii)
the Commercial Paper Reserve (unless the approval or consent
of only the Revolving Lenders or the Term Lenders is
specifically required by the Loan Documents); provided, that,
after the occurrence of an Event of Default which has been
waived, the approval of Revolving Lenders holding at the time
in question a portion of the Revolving Credit Facility equal
to or greater than 51% of the Revolving Commitment shall be
required prior to making the initial Advance under the
Revolving Credit Facility subsequent to such waiver.
In addition, (i) subparagraphs (a), (b) and (c) of the definition
of "Required Lenders" are hereby modified to require the approval
of all Lenders prior to an increase in the Applicable Rate related
to either Credit Facility, other than an increase in the interest
rate after the occurrence of a Default as permitted by the Loan
Agreement, and (ii) the reference to Section 11.10(a)(i) in
subparagraph (a) is hereby modified to reference Section 11.10(a)
and (g).
(c) The following definition is hereby added to Section
1.1 of the Loan Agreement:
Net Gain means the difference between (a) any gain from
the sale of assets in connection with the creation of asset-backed
securities which would be required to be reported by
any Borrower on such Borrower's financial statements in
accordance with GAAP for the period for which such gain is
being calculated, including, without limitation, any non-cash
revenues related to mortgage origination or mortgage
servicing, and (b) the sum of (i) the cash portion of the gain
included in clause (a) above, which consists of (x) the cash
net origination fees received in connection with the loans
supporting the asset-backed securities, and (y) the cash
portion of the gain realized from the sale of assets in
connection with such asset-backed securities plus (ii) any
expenses incurred, directly or indirectly, in connection with
such creation of asset-backed securities to the extent such
expenses exceed the cash portion of the gain calculated
pursuant to clause (b)(i) above.
(d) In connection with the Term Facility, the definition
of "Borrowers" shall be, and is hereby, modified to exclude AMRESCO
Jersey Ventures Limited, AMRESCO UK Holdings Limited, AMRESCO UK
Limited, AMRESCO UK Ventures Limited, Old Midland House Limited and
any future foreign subsidiaries of AMRESCO (collectively the
"Foreign Entities"), and none of the Foreign Entities shall be a
"Maker" as such term is defined in each Term Note. However, each
Foreign Entity agrees to jointly and severally guarantee the
payment in full of all amounts outstanding under the Term Notes (in
the Dollar Equivalent of such amounts). Lenders, Borrowers and the
Foreign Entities understand and agree that wherever the term
"Borrowers" is used in the Loan Documents, such term shall also
refer to the Foreign Entities in their capacity as guarantors of
the Term Facility.
2. Commitment. Subsection (a) of Section 2.1 of the Loan
Agreement shall be amended and restated in its entirety as follows:
(a) Revolving Credit Facility Advances. Each Revolving
Lender severally agrees to make in the manner set forth in
Section 2.2, its pro rata part (based on its Revolving Loan
Percentage) of one or more Advances for general corporate
purposes, which, subject to the Loan Documents, any Borrower
may borrow, repay, and reborrow under this Agreement;
provided, that, (A) each such Advance must occur on a Business
Day and no later than the Business Day immediately preceding
the Revolving Facility Termination Date, (B) each such Advance
must be in an amount not less than the limitations provided in
Section 2.2, and (C) on any date of determination, the
outstanding principal balance of the Revolving Credit Facility
shall never exceed the lesser of (1) the difference between
(a) the Borrowing Base, minus (b) the aggregate amount
outstanding under the Term Facility, (2) an amount equal to
the difference between (a) the Revolving Commitment, minus (b)
the sum of (i) the Letter of Credit Exposure, plus (ii) the
Commercial Paper Reserve, or (3) $310,000,000. In no event
shall any Revolving Lender be required to make any Advances in
excess of such Lender's Revolving Loan Percentage of the
amount required to be advanced by the Revolving Lenders under
the above provisions of this Section 2.1 or which would cause
any Revolving Lender to have made Advances in excess of such
Lender's Revolving Loan Commitment Amount. In the event that
as of the Closing Date, the Revolving Commitment does not
equal the lesser of (i) Three Hundred Ten Million and No/100
Dollars ($310,000,000.00), or (ii) the difference between (1)
$350,000,000, less (2) the Term Facility, Revolving Lenders
acceptable to both Agent and AMRESCO may be added to this
Agreement until such time that the Revolving Commitment equals
the lesser the preceding (i) or (ii). Agent and Borrowers
shall execute a supplement to this Agreement evidencing the
additional Revolving Lenders and their Revolving Loan
Commitment Amount and Revolving Loan Percentage, and shall
distribute a copy of such schedule to the other Lenders as
soon as practicably possible.
3. Fees. Subsection (f) of Section 2.3 of the Loan
Agreement shall be amended and restated in its entirety as follows:
(f) Amendment Fee. Borrowers shall pay to Agent, in
addition to such other fees and charges which Lenders may
require, a fee (the "Amendment Fee") of an amount not less
than the product of (i) five one hundredths of one percent
(.05%) times (ii) the Revolving Commitment and the aggregate
outstanding unpaid principal amount under the Term Notes, for
each material amendment to this Agreement initiated by any
Borrower and entered into by Agent, the Lenders and Borrowers
after the date hereof; provided, that, no such fee shall be
required in connection with any amendment to this Agreement
the sole purpose of which is to add any Person as a Lender or
Borrower hereunder. Such Amendment Fee shall be distributed
by Agent to each Lender in accordance with either its
Revolving Loan Percentage or Term Loan Percentage, as
applicable.
4. Payments of Advances; Reduction of the Commitment Amount.
(a) Subsection (a) of Section 3.6 of the Loan Agreement
shall be amended and restated in its entirety as follows:
(a) At any time prior to the occurrence of an Event of
Default, Borrowers may by notice from AMRESCO to Agent prior
to 10:00 a.m. (Dallas, Texas time) on the date on which
prepayment under this Section 3.6 is to be made, voluntarily
prepay amounts outstanding under the Revolving Credit Facility
from time to time and at any time, in whole or in part,
without premium or penalty; provided, that (i) each such
partial payment must be in a minimum amount of at least One
Million and No/100 Dollars ($1,000,000.00) (or, as to
prepayment of portions thereof which are Alternate Currency
Advances, the Dollar Equivalent thereof), and (ii) Borrowers
shall pay any related Consequential Losses or Alternate
Currency Losses within ten days after Agent's demand therefor.
Each such optional prepayment shall be applied to the
Revolving Credit Facility ratably in accordance with Section
3.9 to pay the amounts owed to each Revolving Lender
thereunder. At any time subsequent to the Revolving Facility
Termination Date or the termination of the Revolving Credit
Facility, but prior to the occurrence of an Event of Default,
Borrowers may by notice from AMRESCO to Agent prior to 10:00
a.m. (Dallas, Texas time) on the date on which prepayment
under this Section 3.6 is to be made, voluntarily prepay
amounts outstanding under the Term Facility from time to time
and at any time, in whole or in part, without premium or
penalty; provided, that Borrowers shall pay any related
Consequential Losses within ten days after Agent's demand
therefor. Each such optional prepayment shall be applied to
the Term Facility ratably in accordance with Section 3.9 to
pay the amounts owed to each Term Lender thereunder.
(b) Agent, Lenders and Borrowers hereby agree that the
last two sentences of Section 3.6(f) apply to all of Section 3.6.
(c) The following subsection (g) shall be added to
Section 3.6 of the Loan Agreement:
(g) As long as no Event of Default has occurred and is
continuing, Borrower shall make such regularly scheduled
principal payments under the Term Facility as are set forth in
the Term Notes; provided, that prior to the Revolving Facility
Termination Date or the termination of the Revolving Credit
Facility, the aggregate amount of such principal payments
under the Term Facility during the twelve (12) month period
immediately preceding any such payment shall not exceed one
percent (1%) of the aggregate outstanding balance under the
Term Notes at the beginning of such twelve (12) month period.
5. Release of Collateral. Section 5.9 of the Loan Agreement
shall be amended and restated in its entirety as follows:
Section 5.9. Release of Collateral. Prior to the
occurrence of a Default or an Event of Default, Borrowers
shall be entitled to obtain a release of the Lenders' Liens
with respect to certain of the Collateral designated by
Borrowers so long as (a) either (i) the Collateral being
released is not required to be pledged to the Lenders pursuant
to the terms of this Agreement, (ii) the Collateral being
released is being sold by such Borrower (provided, that, if
the purchaser or transferee in connection with such sale is an
Excluded Subsidiary, the book value [determined in accordance
with GAAP] of any item of Collateral being released does not
exceed three percent (3%) of Total Capital and the aggregate
book value [determined in accordance with GAAP] of all items
of Collateral so released over the immediately preceding
twelve month period does not exceed ten percent (10%) of Total
Capital), or (iii) the Collateral being released is being
pledged by such Borrower to secure Debt which such Borrower is
entitled to incur under Section 8.5 and such Borrower is
entitled under Section 8.7 to ▇▇▇▇▇ ▇ ▇▇▇▇ on such Collateral
being released in favor of the Person for whom, and securing
the Debt which, such lien is then being created to secure, (b)
Borrowers shall continue to be in compliance under this
Agreement following the release of such Lenders' Liens, and
(c) Borrowers have reduced the amount outstanding under the
Credit Facilities in an amount deemed satisfactory by Agent,
in its sole discretion, due to such release of Collateral.
5. Coverage Ratios. Section 8.3 of the Loan Agreement shall
be amended and restated in its entirety as follows:
Section 8.3. Coverage Ratios. Borrowers shall not
permit (a) the Fixed Charge Coverage Ratio to be less than
1.50 to 1.00; and (b) the Interest Coverage Ratio to be less
than 1.50 to 1.00.
6. Senior Consolidated Funded Debt to Adjusted EBITDA.
Section 8.4 of the Loan Agreement shall be amended and restated in
its entirety as follows:
Section 8.4. Senior Consolidated Funded Debt to
Adjusted EBITDA. As of the last day of any calendar quarter,
Borrowers shall not permit Senior Consolidated Funded Debt to
Adjusted EBITDA (for the immediately preceding four calendar
quarters) to be greater than 3.25 to 1.0.
7. Permitted Debt. Subsections (b), (d) and (l) of Section
8.5 of the Loan Agreement shall be amended and restated in their
entirety as follows:
(b) any Borrower or any Excluded Subsidiary may have liability
under unsecured Interest and Foreign Exchange Hedge
Agreements, so long as (i) there is no recourse to any
Borrower or Excluded Subsidiary under any such Interest and
Foreign Exchange Hedge Agreements other than the Borrower or
Excluded Subsidiary entering into such Interest and Foreign
Exchange Agreement, (ii) each such Interest and Foreign
Exchange Hedge Agreement has a maturity of no more than seven
years, (iii) the purpose of each such Interest and Foreign
Exchange Hedge Agreement is to hedge the Borrowers' interest
rate or foreign exchange or other business risk, and is not
speculative in nature, and (iv) the Borrowers do not deviate
from the current practices and policies related to obtaining
Interest and Foreign Exchange Hedge Agreements in effect on
the date hereof as such practices and policies may be
reasonably changed so long as such changes are consistent with
such practices and policies in effect on the date hereof;
(d) the Investment Line of Credit and all Additional Debt in
an aggregate amount outstanding not to exceed One Billion
Seven Hundred Fifty Million and No/100 Dollars
($1,750,000,000); and
(l) Excluded Subsidiary Debt, provided, that the outstanding
principal balance of each credit facility constituting a part
of the Excluded Subsidiary Debt shall in no event be less than
sixty-five percent (65%) of the lesser of (i) the purchase
price of the assets purchased with such credit facility, and
(ii) the market value of such assets marked to market in
accordance with, and as required by, GAAP.
8. Permitted Liens. Subsection (h) of Section 8.7 of the
Loan Agreement shall be amended and restated in its entirety as
follows:
(h) Liens securing the Investment Line of Credit or Liens
securing any Additional Debt covering Mortgage Investments or
Franchise Investments;
9. Permitted Investments. Section 8.10 of the Loan
Agreement shall be amended and restated in its entirety as follows:
Section 8.10. Investments. Without the prior written
consent of Required Lenders, no Borrower shall, and no
Borrower shall permit any of its Subsidiaries to, directly or
indirectly, make any loans, advances, extensions of credit or
capital contributions to, make any investment in, or purchase
any stock or securities of, or interest in, any Person
(including, without limitation, a Subsidiary of any Borrower
unless such Subsidiary has become a "Borrower" under the
Credit Facilities), except for
(a) Permitted Investments;
(b) Related Investments with respect to which (i) in the case
of an Acquisition, the board of directors of the entity being
acquired has approved such Acquisition, (ii) the assets,
property or business acquired or invested in shall be in a
business or activity consistent with the business and activity
presently engaged in by Borrowers and approved under the Loan
Documents, and (iii) the Related Investment Consideration is
less than 5% of Total Capital or, with respect to any
Acquisition of a corporate entity which causes a change of
control of such entity, such Related Investment Consideration
does not exceed $10,000,000;
(c) any investment in or purchase of any Asset Portfolio which
does not exceed 15% of Total Capital;
(d) any investment in or purchase of any Acquired Loan which
does not exceed 5% of Total Capital;
(e) any investment in or a funding of any High Yield Loan
where the investment in or funding of the original principal
balance of such High Yield Loan does not exceed 5% of Total
Capital;
(f) investments in Interest and Foreign Hedge Agreements;
(g) investments in commercial and residential mortgages or
mortgage-backed securities (including, without limitation,
purchased residuals), other than the Retained Residential
Residual Interests and the Retained Commercial Residual
Interests, provided, that each such investment shall not
exceed 10% of Total Capital;
(h) investments in real estate so long as the aggregate of
such investments does not exceed 15% of Total Capital;
(i) investments in Retained Residential Residual Interests or
Retained Commercial Residual Interests;
(j) any investment in or purchase of Permitted Foreign Assets
(based on Dollar Equivalent) which does not exceed 10% of
Total Capital;
(k) loans to any employee of any Borrower or any Subsidiary of
any Borrower so long as the aggregate of such loans does not
exceed $1,500,000;
(l) investments in NIM Trusts so long as the aggregate of such
investments at any time does not exceed 20% of Total Capital;
and
(m) investments in Excluded Subsidiaries so long as the
aggregate of such investments does not exceed 25% of Total
Capital (other than the investment in ARSC for which there
will be no limit so long as the Lenders have a first and prior
lien and security interest on all of the assets and stock of
ARSC and ARSC has no Debt other than Debt under this
Agreement);
provided, in no event shall any investment permitted pursuant
to the preceding clauses (b) through (m) be permitted if there
shall exist a Default or Event of Default, or if after giving
effect to any such investment, Borrowers shall not be in
compliance with any covenant set forth in the Loan Documents.
If any investment satisfies one of the preceding clauses (b),
(c),(d),(e),(g), or (j), then such investment will not be
required to satisfy any requirement set forth in the remaining
clauses (b),(c),(d),(e),(g), or (j).
10. Distributions. Section 8.11 of the Loan Agreement shall
be amended and restated in its entirety as follows:
Section 8.11. Distributions. No Borrower shall make or
declare any Distributions after the occurrence of a Default.
Prior to the occurrence of a Default, (a) AMRESCO shall be
entitled to make Distributions in an amount not to exceed
twenty-five percent (25%) of the net income of AMRESCO
(determined in accordance with GAAP) on a consolidated basis
for the twelve month period immediately preceding such
Distribution and (b) each Borrower (other than AMRESCO) shall
be entitled to make Distributions to another Borrower.
11. Events of Default. Subsection (e) of Section 9.1 of the
Loan Agreement shall be amended and restated in its entirety as
follows:
(e) The occurrence of (1) any event or condition which
(i) results in the acceleration of the maturity of any Debt of
any Borrower, or (ii) constitutes a default under any Debt of
any Borrower, provided, that if notice is required to be given
under the documents evidencing or securing such Debt prior to
acceleration thereof, it shall not be an Event of Default
hereunder until Borrower has received written notice of such
default, (2) any event or condition which would require any
Borrower or any Excluded Subsidiary to make a payment under
any Interest and Foreign Exchange Hedge Agreement, and the
effect of making such payment, would cause Borrowers to
violate any provision of Article VIII hereunder as tested on
the date any such Interest or Foreign Hedge Agreement payment
became payable, or (3) a default or event of default under the
documents evidencing or securing (i) the Approved Subordinated
Debt, (ii) the Approved Senior Debt, (iii) any indebtedness
under the ACMF Transaction Documents, (iv) the Additional
Debt, or (v) any Bridge Debt, or the payment by any Borrower,
or the approval of the board of directors of any Borrower for
the payment, of amounts under any of the preceding clauses
(2)(i) or (2)(ii) in excess of the regularly scheduled
payments thereunder, or which would otherwise cause a
violation by any Borrower of any covenant or condition
contained in any of the Loan Documents;
12. Remedies. The first paragraph and subsection (a) of
Section 9.2 of the Loan Agreement shall be amended and restated in
their entirety as follows:
Section 9.2. Remedies. Upon the occurrence of an Event
of Default, Agent, at the direction and election of the
Required Lenders, acting by or through any of its agents,
trustees or other Persons, without notice (unless expressly
provided for herein), demand or presentment (including,
without limitation, notice of default, notice of intent to
accelerate or of acceleration) all of which are hereby waived,
and in addition to any other provision of this Agreement or
any other Loan Document, may exercise any or all of the
following rights, remedies and recourses:
(a) Terminate Lenders commitment to make Advances
hereunder and declare the unpaid principal balance of each of
the Notes, the accrued and unpaid interest thereon and any
other accrued but unpaid portion of the Obligations to be
immediately due and payable, without notice (expressly
including, but not limited to, notice of default, notice of
intent to accelerate or of acceleration), except any notice
that is expressly required by the terms of this Agreement,
presentment, protest, demand or action of any nature
whatsoever, each of which hereby is expressly waived by each
of the Borrowers, whereupon the same shall become immediately
due and payable. Notwithstanding the foregoing or anything to
the contrary contained herein or in any other Loan Document,
upon the occurrence of an Event of Default described in
Section 9.1(f) or Section 9.1(g) by any Borrower, the entire
unpaid principal balance of the Notes, and all accrued, unpaid
interest thereon shall automatically be accelerated and
immediately be due and payable in full, without notice
(expressly including, but not limited to, notice of default,
intent to accelerate or of acceleration), presentment,
protest, demand or action of any nature whatsoever, each of
which hereby is expressly waived by each of the Borrowers;
provided, however, that if accelerated automatically pursuant
to this sentence, the Notes and all such indebtedness may be
reinstated at the option and upon the written approval of the
Required Lenders.
13. Expenses; Documentary Taxes; Indemnification. Section
11.4 of the Loan Agreement shall be modified such that the sentece
from such section which reads "Borrowers shall, jointly and
severally, indemnify Agent and each Lender against any Taxes (other
than Taxes on the income of any Lender) imposed by reason of the
execution and delivery of this Agreement or the Notes." shall be
amended and restated to read as follows:
Borrowers shall, jointly and severally, indemnify Agent
and each Lender against any Taxes (other than Taxes on the
income of any Lender) imposed by reason of the execution,
performance and delivery of this Agreement or the Notes.
14. Assignments and Participations. Section 11.10 of the
Loan Agreement shall be amended and restated in its entirety as
follows:
Assignments and Participations. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and
assigns; provided that no Borrower shall, directly or
indirectly, assign or transfer, or attempt to assign or
transfer, any of its rights, duties or obligations under this
Agreement without the express prior written consent of all of
the Lenders. Lenders may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a
portion of its Note and its Revolving Loan Commitment Amount
or Term Loan Commitment Amount, as applicable); provided,
however, that
(i) each such assignment shall be to an Eligible Assignee;
(ii) except in the case of an assignment to
another Lender or an assignment of all of a Lender's rights
and obligations under this Agreement, any such partial
assignment shall be in an amount at least equal to (1) as to
the Term Facility, Five Million and No/100 Dollars
($5,000,000.00), and (2) as to the Revolving Facility, the
lesser of Five Million and No/100 Dollars ($5,000,000.00) or
6% of the Revolving Commitment in effect from time to time;
(iii) each such assignment by a Lender shall be
of a constant, and not varying, percentage of all of its
rights and obligations under this Agreement and the applicable
Note; and
(iv) the parties to such assignment shall
execute and deliver to the Agent for its acceptance an
Assignment and Acceptance in the form of Exhibit D hereto,
together with any Note subject to such assignment and a
processing fee of $3,500.
Upon execution, delivery, and acceptance of such Assignment
and Acceptance, the assignee thereunder shall be a party
hereto and, to the extent of such assignment, have the
obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment,
relinquish its rights and be released from its obligations
under this Agreement. Upon the consummation of any assignment
pursuant to this Section, the assignor, the Agent and the
Borrowers shall make appropriate arrangements so that, if
required, new Notes are issued to the assignor and the
assignee. If the assignee is not incorporated under the laws
of the United States of America or a state thereof, it shall
deliver to AMRESCO and Agent certification as to exemption
from deduction or withholding of Taxes in accordance with
Section 11.20.
(b) Agent shall maintain at its address referred to in
Schedule I a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of
the names and addresses of the Lenders and the Revolving Loan
Commitment Amount or Term Loan Commitment Amount, as
applicable, owing to, each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the
Borrowers, Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available
for inspection by AMRESCO or any Lender at any reasonable time
and from time to time upon reasonable prior notice.
(c) Upon its receipt of an Assignment and Acceptance
executed by the parties thereto, together with any Note
subject to such assignment and payment of the processing fee,
the Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit D
hereto, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii)
give prompt notice thereof to the parties thereto.
(d) Each Lender may sell participations to one or more
Persons in all or a portion of its rights and obligations
under this Agreement (including all or a portion of its
Revolving Loan Commitment Amount or Term Loan Commitment
Amount, as applicable, and its Note); provided, however, that
(i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of
such obligations, (iii) prior to an Event of Default which
has occurred and is continuing, such participant shall be
approved by AMRESCO, such approval not to be unreasonably
withheld or delayed by AMRESCO and such approval to be deemed
given by AMRESCO if no objection is received by the selling
Lender from AMRESCO within two (2) Business Days after notice
of such proposed participation has been provided by the
selling Lender to AMRESCO (provided, that, AMRESCO shall have
the right set forth in clause (g) below), (iv) the participant
shall be entitled to the benefit of the yield protection
provisions contained in Article III, and (v) AMRESCO shall
continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under
this Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrowers relating to its Note
and to approve any amendment, modification, or waiver of any
provision of this Agreement (other than amendments,
modifications, or waivers decreasing the amount of principal
of or the rate at which interest is payable on such Note,
extending any scheduled principal payment date or date fixed
for the payment of interest on such Note or extending the
Revolving Facility or Term Facility, as applicable).
(e) Notwithstanding any other provision set forth in
this Agreement, any Lender may at any time assign and pledge
all or any portion of its Note or any amount outstanding
thereunder to any Federal Reserve Bank as collateral security
pursuant to Regulation A and any Operating Circular issued by
such Federal Reserve Bank. No such assignment shall release
the assigning Lender from its obligations hereunder.
(f) Any Lender may furnish any information concerning
the Borrowers or any of their Subsidiaries in the possession
of such Lender from time to time to assignees and participants
(including prospective assignees and participants), subject,
however, to the provisions of Section 7.3 hereof; and
provided, that until AMRESCO has approved or disapproved a
prospective assignee or participant pursuant to this Agreement
(if such approval is permitted by this Agreement), any Lender
may provide to such prospective assignee or participant only
information available to the public.
(g) In the event a Lender proposes to assign or
participate its interest in, or otherwise wants to be taken
out of, either of the Credit Facilities, AMRESCO shall have
the right, subject to the unanimous consent of all other
Lenders (or deemed consent in the manner provided below), to
prepay to the affected Lender an amount equal to the proposed
assignment or participation or pay-off, and the Revolving
Commitment or Term Facility (as applicable) of such Lender
will be permanently reduced by such amount; provided, that in
order to exercise such right, (i) there shall not have
occurred any Default which is continuing on the date of the
proposed prepayment, (ii) in the case of a proposed assignment
or participation, AMRESCO shall notify Agent of its desire to
make the prepayment above described within the period
established for AMRESCO's approval or disapproval of a
prospective assignee or participant as set forth in the
definition of "Eligible Assignee" and subsection (d) above,
(iii) AMRESCO shall make such prepayment to Agent (for
distribution to the applicable Lender) within two (2) Business
Days after receiving notice of approval of the Lenders.
AMRESCO and Lenders understand and agree that if Lenders'
approval is not received by AMRESCO within ten (10) Business
Days of AMRESCO's notice sent pursuant to clause (ii) above,
such request shall be deemed disapproved, unless the Lenders
holding at the time in question a portion of the Credit
Facilities (including participations in Letters of Credit, but
excluding the interest of the assigning, participating or
existing Lender) equal to or greater than 75% of the sum of
(1) the Revolving Commitment, plus (2) the aggregate unpaid
principal amount of the Term Notes have approved such
prepayment in writing within such ten day period and none of
the other Lenders have objected to such prepayment in writing
within such ten day period.
15. Taxes. The following Section 11.20 shall be added to the
Loan Agreement in its entirety as follows:
Section 11.20 Taxes. Each Lender (or Transferee) that
is not a corporation or partnership created or organized in or
under the laws of the United States, any estate that is
subject to federal income taxation regardless of the source of
its income or any trust which is subject to the supervision of
a court within the United States and the control of a United
States fiduciary as described in section 7701(a)(30) of the
Internal Revenue Code (a "Non-U.S. Lender") shall deliver to
AMRESCO and Agent (or, in the case of a Participant, to the
Lender from which the related participation shall have been
purchased) on or before the date on which it becomes a party
to this Agreement (or, in the case of a Participant, on or
before the date on which such Participant purchases the
related participation) either:
(a) (x) two duly completed and signed copies of
either Internal Revenue Service Form 1001 (relating to such
Non-U.S. Lender and entitling it to a complete exemption from
withholding of U.S. Taxes on all amounts to be received by
such Non-U.S. Lender pursuant to this Agreement and the other
Loan Documents) or Form 4224 (relating to all amounts to be
received by such Non-U.S. Lender pursuant to this Agreement
and the other Loan Documents), or successor and related
applicable forms, as the case may be, and (y) two duly
completed and signed copies of Internal Revenue Service Form
W-8 or W-9, or successor and related applicable forms, as the
case may be; ;or
(b) in the case of a Non-U.S. Lender that is not a
"bank" within the meaning of Section 881(c)(3)(A) of the Code
and that does not comply with the requirements of clause (a)
hereof, (x) a statement in a form as shall be reasonably
requested by AMRESCO from time to time) to the effect that
such Non-U.S. Lender is eligible for a complete exemption from
withholding of U.S. Taxes under Code Section 87(b) or 881(c),
and (y) two duly completed and signed copies of Internal
Revenue Service Form W-8 or successor and related applicable
forms.
Further, each Non-U.S. Lender agrees to deliver to AMRESCO and
Agent, and if applicable, the assigning Lender (or, in the
case of a Participant, to the Lender from which the related
participation shall have been purchased) two further duly
completed and signed copies of such Forms 1001, 4224, W-8 or
W-9, as the case may be, or successor and related applicable
forms, on or before the date that any such form expires or
becomes obsolete and promptly after the occurrence of any
event requiring a change from the most recent form(s)
previously delivered by it to the Borrowers (or, in the case
of a Participant, to the Lender from which the related
participation shall have been purchased) in accordance with
applicable United States laws and regulations; unless, in any
such case, any change in law or regulation has occurred
subsequent to the date such Lender became a party to this
Agreement (or in the case of a Participant, the date on which
such Participant purchased the related participation) which
renders all such forms inapplicable or which would prevent
such Lender (or Participant) from properly completing and
executing any such form with respect to it and such Lender
promptly notifies AMRESCO and Agent (or, in the case of a
Participant, the Lender from which the related participation
shall have been purchased) if it is no longer able to deliver,
or if it is required to withdraw or cancel, any form or
statement previously delivered by it pursuant to this Section
11.20. A Non-U.S. Lender shall not be required to deliver any
form or statement pursuant to the immediately preceding
sentences in this Section 11.20 that such Non-U.S. Lender is
not legally able to deliver (it being understood and agreed
that AMRESCO shall withhold or deduct such amounts from any
payments made to such Non-U.S. Lender that the Borrowers
reasonably determines are required by law and that payments
resulting from a failure to comply with this Section 11.20
shall not be subject to payment or indemnity by the Borrowers
pursuant to Section 11.4).
16. Judgment Currency. The following Section 11.21 shall be
added to the Loan Agreement in its entirety as follows:
11.21 Judgment Currency.
(a) If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due hereunder or
any other Loan Document in one currency into another currency,
the rate of exchange used shall be that at which in accordance
with normal banking procedures Agent could purchase the first
currency with such other currency on the Business Day
preceding that on which final judgment is given. The
obligation of Borrowers in respect of any such sum due from
them to Agent, the Lenders, or any other Person hereunder (the
"Judgment Creditors") or under the other Loan Documents shall,
notwithstanding any judgment in a currency (the "Judgment
Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement
(the "Agreement Currency"), be discharged only to the extent
that on the Business Day following receipt by the Judgment
Creditor(s) of any sum adjudged to be so due in the Judgment
Currency, Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment
Currency. If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Judgment
Creditor(s) in the Agreement Currency, Borrowers jointly and
severally agree, as a separate obligation and notwithstanding
any such judgment, to indemnify the Judgment Creditor(s)
against such loss. If the amount of the Agreement Currency so
purchased is greater than the sum originally due to the
Judgment Creditor(s) in such currency, the Judgment Creditor
receiving such overpayment agrees to return the amount of any
excess received by such entity to Borrowers (or to any other
Person who may be entitled thereto under applicable law).
(b) Borrowers jointly and severally promise to
indemnify each Judgment Creditor against and hold each
Judgment Creditor harmless from all loss and damage resulting
from any change in exchange rates between the date any claim
is reduced to judgment and the date of payment (or, in the
case of partial payments, the date of each partial payment)
thereof by Borrowers, or any of Borrowers. This indemnity
shall constitute an obligation separate and independent from
the other obligations contained in this Agreement, shall give
rise to a separate and independent cause of action, shall
apply irrespective of any indulgence granted by Agent, the
Required Lenders, or the Lenders from time to time, and shall
continue in full force and effect notwithstanding any judgment
or order for a liquidated sum in respect of an amount due
hereunder or under any judgment or order.
17. Amended Schedule I. Schedule I of the Loan Agreement
shall be, and is hereby, amended and restated in its entirety as
set forth on Exhibit A attached hereto and incorporated herein by
reference for all purposes.
18. Amended Schedule II. Schedule II of the Loan Agreement
shall be, and is hereby, amended and restated in its entirety as
set forth on Exhibit B attached hereto and incorporated herein by
reference for all purposes.
19. Definition of Loan Documents. The definition of "Loan
Documents", as defined in the Loan Agreement and as used in the
Loan Agreement, the other Loan Documents and herein, shall be, and
is hereby, modified to include this Agreement and any and all
documents executed in connection herewith.
20. Conditions Precedent to this Agreement. As conditions
precedent to this Agreement and the modifications to the Loan
Agreement pursuant hereto, all of the following shall have been
satisfied:
(a) Borrowers shall have executed and delivered to Agent (i)
this Agreement and (ii) each new Note required to be executed
pursuant to the Loan Agreement payable to each new Lender under the
Credit Facilities; and
(b) Borrowers shall have delivered to Agent all resolutions,
powers of attorney, certificates or documents as Agent may request
relating to (i) the existence of Borrowers, and (ii) the corporate
and partnership authority for the execution and validity of this
Agreement, together with all other documents, instruments and
agreements and any other matters relevant hereto or thereto, all in
form and content satisfactory to Agent.
21. Reaffirmation of Debt. Borrowers hereby agree and
acknowledge that they are well and truly indebted to Lenders
pursuant to the terms of the Notes and the other Loan Documents, as
modified hereby.
22. Ratification. Except as otherwise expressly modified by
this Agreement, all terms and provisions of the Loan Agreement, the
Notes, and the other Loan Documents shall remain unchanged and
hereby are ratified and confirmed and shall be and shall remain in
full force and effect, enforceable in accordance with their terms.
23. Default. Except as otherwise expressly modified by this
Agreement, no Event of Default has occurred and is continuing under
any of the Loan Documents.
24. Payment of Expenses. Borrowers agree to provide to
Lenders, upon demand, the reasonable attorneys' fees and expenses
of Agent's counsel, filing and recording fees and other reasonable
expenses incurred by Agent in connection with this Agreement.
25. Further Assurances. Borrowers shall execute and deliver
to Agent such other documents as may be necessary or as may be
required, in the opinion of counsel to Agent, to effect the
transactions contemplated hereby and to protect the liens and
security interests.
26. Binding Agreement. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties' respective heirs,
representatives, successors and assigns.
27. Enforceability. In the event the enforceability or
validity of any portion of this Agreement, the Loan Agreement, the
Notes, or any of the other Loan Documents is challenged or
questioned, such provision shall be construed in accordance with,
and shall be governed by, whichever applicable federal or Texas law
would uphold or would enforce such challenged or questioned
provision.
28. Counterparts. This Agreement may be executed in several
counterparts, all of which are identical, each of which shall be
deemed an original, and all of which counterparts together shall
constitute one and the same instrument.
29. Choice of Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT FEDERAL LAWS
PREEMPT THE LAWS OF THE STATE OF TEXAS.
30. Entire Agreement. This Agreement, the Loan Agreement and
the Notes, together with the other Loan Documents, contain the
entire agreements between the parties relating to the subject
matter hereof and thereof and all prior agreements relative thereto
which are not contained herein or therein are terminated.
THIS AGREEMENT AND THE OTHER WRITTEN INSTRUMENTS, AGREEMENTS
AND DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT, AND THE
LOAN AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. IN WITNESS WHEREOF, this Agreement is executed effective as of
the date first written above.
BORROWERS:
AMRESCO, INC., a Delaware corporation
By:_____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Treasurer
AFC EQUITIES, INC.
AMRESCO ATLANTA INDUSTRIAL, INC.
AMRESCO BUILDERS GROUP, INC.
AMRESCO CANADA, INC.
AMRESCO CAPITAL CORPORATION
AMRESCO CAPITAL LIMITED, INC.
AMRESCO CONSOLIDATION CORP. f/k/a AMRESCO
MORTGAGE CAPITAL, INC.
AMRESCO EQUITIES CANADA INC.
AMRESCO FINANCIAL I, INC.
AMRESCO FINANCIAL I, L.P.
AMRESCO FUNDING CORPORATION
AMRESCO INSTITUTIONAL, INC.
AMRESCO INVESTMENTS, INC.
AMRESCO JERSEY VENTURES LIMITED
AMRESCO MANAGEMENT, INC.
AMRESCO NEW ENGLAND, L.P.
AMRESCO NEW ENGLAND II, L.P.
AMRESCO NEW ENGLAND, INC.
AMRESCO NEW ENGLAND II, INC.
AMRESCO NEW HAMPSHIRE, INC.
AMRESCO NEW HAMPSHIRE, L.P.
AMRESCO OVERSEAS, INC. f/k/a AMRESCO
SERVICES, INC.
AMRESCO PORTFOLIO INVESTMENTS, INC.
AMRESCO PRINCIPAL MANAGERS I, INC.
AMRESCO PRINCIPAL MANAGERS II, INC.
AMRESCO RESIDENTIAL CAPITAL MARKETS, INC.
AMRESCO RESIDENTIAL CONDUIT, INC.
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RESIDENTIAL MORTGAGE CORPORATION
AMRESCO RHODE ISLAND, INC.
AMRESCO SERVICES CANADA INC.
AMRESCO UK HOLDINGS LIMITED
AMRESCO UK LIMITED
AMRESCO UK VENTURES LIMITED
AMRESCO VENTURES, INC. f/k/a AMRESCO
GENERAL PARTNERS, INC.
AMRESCO 1994-N2, INC.
ASSET MANAGEMENT RESOLUTION COMPANY
BEI 1992 - N1, INC.
BEI 1993 - N3, INC.
BEI 1994 - N1, INC.
BEI MULTI-POOL, INC.
BEI PORTFOLIO INVESTMENTS, INC.
BEI PORTFOLIO MANAGERS, INC.
BEI REAL ESTATE SERVICES, INC.
BEI SANJAC, INC.
CLC LEASING, INC.
COMMONWEALTH TRUST DEED SERVICES, INC.
COMMERCIAL LENDING CORPORATION
ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
EXPRESS FUNDING, INC.
GRANITE EQUITIES, INC.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC.
LIFETIME HOMES, INC., f/k/a LIFETIME
HOMES OF NEW JERSEY, INC.
OAK CLIFF FINANCIAL, INC.
OLD MIDLAND HOUSE LIMITED
PRESTON HOLLOW ASSET HOLDINGS, INC.
QUALITY FUNDING, INC.
QUALITY TRUSTEE SERVICES, INC.
SAVE-MORE INSURANCE SERVICES, INC.
WHITEROCK INVESTMENTS, INC.
By: AMRESCO, INC., a Delaware
corporation, as attorney-in-fact
By:________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as
Treasurer
AGENT:
NATIONSBANK OF TEXAS, N.A.,
a national banking association, as
Agent for Lenders
By:_____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Vice President
REVOLVING LENDERS:
NATIONSBANK OF TEXAS, N.A., a
national banking association
By:_________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Vice President
BANK ONE, TEXAS, NA,
a national banking association
By:________________________________
Name:______________________________
Title:_____________________________
▇▇▇▇▇ FARGO BANK (TEXAS), N.A.,
a national banking association
By:________________________________
Name:______________________________
Title:_____________________________
COMERICA BANK - TEXAS,
a state banking association
By:________________________________
Name:______________________________
Title:_____________________________
BANK UNITED,
a federal savings bank
By:________________________________
Name:______________________________
Title:_____________________________
THE BANK OF NEW YORK,
a national banking association
By:________________________________
Name:______________________________
Title:_____________________________
THE NIPPON CREDIT BANK, LTD.
By:________________________________
Name:______________________________
Title:_____________________________
FLEET BANK, N.A.,
a national banking association
By:________________________________
Name:______________________________
Title:_____________________________
THE SUMITOMO BANK, LTD.
By:________________________________
Name:______________________________
Title:_____________________________
PNC BANK, KENTUCKY, INC.
By:________________________________
Name:______________________________
Title:_____________________________
IMPERIAL BANK
By:________________________________
Name:______________________________
Title:_____________________________
TERM LENDERS:
NATIONSBANK OF TEXAS, N.A., a
national banking association
By:____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Vice President
ALLSTATE INSURANCE COMPANY
By:________________________________
Name:______________________________
Title:_____________________________
Exhibit A
SCHEDULE I
LENDERS AND BORROWERS
I. LENDERS, AGENT AND ARRANGER
A. AGENT:
NationsBank of Texas, N.A.
Commercial Banking Division
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
B. ARRANGER:
NationsBanc Capital Markets, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
C. REVOLVING LENDERS:
NationsBank of Texas, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Bank One, Texas, NA
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy of all notices to:
Bank One, Texas, NA
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇ Fargo Bank (Texas), N.A.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Comerica Bank - Texas
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Bank United of Texas
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
The Bank of New York
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
The Nippon Credit Bank, Ltd.
New York Branch
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Fleet Bank, N.A.
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The Sumitomo Bank, Limited
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PNC Bank, Kentucky, Inc.
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Imperial Bank
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Attn: Rya Vadalma
D. TERM LENDERS:
NationsBank of Texas, N.A.
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Allstate Insurance Companies
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Revolving Revolving
Loan Loan Participation
Commitment Percentage Fee Amount
Amount
Revolving Lenders:
NationsBank $50,000,000 17.24138% $100,000
Bank One $45,000,000 15.51724% $90,000
▇▇▇▇▇ Fargo $25,000,000 8.62069% $31,250
Comerica $20,000,000 6.89655% $15,000
Bank United $30,000,000 10.34483% $37,500
Bank of New York $30,000,000 10.34483% $37,500
Nippon Credit Bank $15,000,000 5.17241% $11,250
Sumitomo $25,000,000 8.62069% $62,500
Fleet $25,000,000 8.62069% $62,500
PNC $15,000,000 5.17241% $22,500
Imperial $10,000,000 3.44828% $15,000
Total $290,000,000 100% $485,000
Term Loan
Commitment Term Loan Participation
Amount Percentage Fee Amount
Term Lenders:
Allstate $10,000,000 40.00% $25,000
*Indosuez $15,000,000 60.00% $37,500
Total $25,000,000 100% $62,500
* -- These entities will become Term Lenders after assignment.
II. BORROWERS
AFC EQUITIES, INC.
AMRESCO ATLANTA INDUSTRIAL, INC.
AMRESCO BUILDERS GROUP, INC.
AMRESCO CANADA, INC.
AMRESCO CAPITAL CORPORATION
AMRESCO CAPITAL LIMITED, INC.
AMRESCO CONSOLIDATION CORP. f/k/a AMRESCO
MORTGAGE CAPITAL, INC.
AMRESCO EQUITIES CANADA INC.
AMRESCO FINANCIAL I, INC.
AMRESCO FINANCIAL I, L.P.
AMRESCO FUNDING CORPORATION
AMRESCO INSTITUTIONAL, INC.
AMRESCO INVESTMENTS, INC.
AMRESCO JERSEY VENTURES LIMITED
AMRESCO MANAGEMENT, INC.
AMRESCO NEW ENGLAND, L.P.
AMRESCO NEW ENGLAND II, L.P.
AMRESCO NEW ENGLAND, INC.
AMRESCO NEW ENGLAND II, INC.
AMRESCO NEW HAMPSHIRE, INC.
AMRESCO NEW HAMPSHIRE, L.P.
AMRESCO OVERSEAS, INC. f/k/a AMRESCO SERVICES, INC.
AMRESCO PORTFOLIO INVESTMENTS, INC.
AMRESCO PRINCIPAL MANAGERS I, INC.
AMRESCO PRINCIPAL MANAGERS II, INC.
AMRESCO RESIDENTIAL CAPITAL MARKETS, INC.
AMRESCO RESIDENTIAL CONDUIT, INC.
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RESIDENTIAL MORTGAGE CORPORATION
AMRESCO RHODE ISLAND, INC.
AMRESCO SERVICES CANADA INC.
AMRESCO UK HOLDINGS LIMITED
AMRESCO UK LIMITED
AMRESCO UK VENTURES LIMITED
AMRESCO VENTURES, INC. f/k/a AMRESCO GENERAL
PARTNERS, INC.
AMRESCO 1994-N2, INC.
ASSET MANAGEMENT RESOLUTION COMPANY
BEI 1992 - N1, INC.
BEI 1993 - N3, INC.
BEI 1994 - N1, INC.
BEI MULTI-POOL, INC.
BEI PORTFOLIO INVESTMENTS, INC.
BEI PORTFOLIO MANAGERS, INC.
BEI REAL ESTATE SERVICES, INC.
BEI SANJAC, INC.
CLC LEASING, INC.
COMMONWEALTH TRUST DEED SERVICES, INC.
COMMERCIAL LENDING CORPORATION
ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
EXPRESS FUNDING, INC.
GRANITE EQUITIES, INC.
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LIFETIME HOMES, INC., f/k/a LIFETIME HOMES OF
NEW JERSEY, INC.
OAK CLIFF FINANCIAL, INC.
OLD MIDLAND HOUSE LIMITED
PRESTON HOLLOW ASSET HOLDINGS, INC.
QUALITY FNDING, INC.
QUALITY TRUSTEE SERVICES, INC.
SAVE-MORE INSURANCE SERVICES, INC.
WHITEROCK INVESTMENTS, INC.
c/o AMRESCO, INC.
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Dallas, Texas 75201-7424
Attn: Treasurer
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Exhibit B
SCHEDULE II
COMMITMENT FEE PERCENTAGE; LIBOR MARGIN
Senior Consolidated Funded Debt/ Qualified Applicable Commitment
Adjusted EBITDA Investment LIBOR Fee
Rating Margin Percentages
Greater than 2.25 to 1.0 BB+/Ba1, or (a) 175.0 b.p. 37.2 b.p.
lower (b) 225.0 b.p.
Less than or equal to 2.25 to 1.0, BBB-/Baa3 (a) 150.0 b.p. 25.0 b.p.
but greater than 1.75 to 1.0 (b) 200.0 b.p.
Less than or equal to 1.75 to 1.0, BBB/Baa2 (a) 125.0 b.p. 25.0 b.p.
but greater than 1.25 to 1.0 (b) 175.0 b.p.
Less than or equal to 1.25 to 1.0 A-/A3 or (a) 100.0 b.p. 20.0 b.p.
better (b) 150.0 b.p.
(a) - The Applicable LIBOR Margin for the Revolving Credit Facility.
(b) - The Applicable LIBOR Margin for the Term Facility.
Borrowers' Senior Consolidated Funded Debt to Adjusted EBITDA ratio
shall be computed on a trailing four quarter basis. The applicable
LIBOR Margin or Commitment Fee Percentage shall be based on whichever of the
Senior Consolidated Funded Debt to Adjusted EBITDA ratio or Qualified
Investment Rating would produce the lowest LIBOR Margin or Commitment
Fee Percentage.