EXHIBIT 10.27.2
SEVENTH AMENDMENT TO
AMENDED AND RESTATED
MORTGAGE LOAN WAREHOUSING AGREEMENT
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SEVENTH AMENDMENT TO AMENDED AND RESTATED MORTGAGE LOAN WAREHOUSING AGREEMENT
(the "Amendment"), dated as of May 15, 2001 by and among AMERICAN HOME MORTGAGE
CORP. ("American Home"), MARINA MORTGAGE COMPANY, INC. ("Marina" and, together
with American Home, the "Companies" and each a "Company"), AMERICAN HOME
MORTGAGE HOLDINGS, INC. ("Guarantor"), FIRST UNION NATIONAL BANK, COMERICA BANK,
GUARANTY BANK (formerly known as Guaranty Federal Bank, F.S.B.) and BANKERS
TRUST COMPANY (collectively, the "Lenders") and FIRST UNION NATIONAL BANK, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent").
STATEMENT OF PURPOSE
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WHEREAS, the Companies, the Lenders, and the Administrative Agent are parties
to an Amended and Restated Mortgage Loan Warehousing Agreement dated as of May
25, 2000, as amended by a First Amendment to Amended and Restated Mortgage Loan
Warehousing Agreement dated as of August 15, 2000, by a Second Amendment to
Amended and Restated Mortgage Loan Warehousing Agreement dated as of August 30,
2000, by a Third Amendment to Amended and Restated Mortgage Loan Warehousing
Agreement dated as of September 28, 2000, by a Fourth Amendment to Amended and
Restated Mortgage Loan Warehousing Agreement dated as of November 10, 2000 and
by a Fifth Amendment to Amended and Restated Mortgage Loan Warehousing Agreement
dated as of December 6, 2000 (as so amended, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement to provide for
the termination of Guaranty Bank (formerly know as Guaranty Federal Bank,
F.S.B.) ("Guaranty Bank") as a "Lender" under the Credit Agreement, as amended
hereby, as of the date hereof, and for the payment in full on the date hereof to
Guaranty Bank of all Obligations owed by the Companies or either of them to
Guaranty Bank thereunder and as more specifically set forth below; and
WHEREAS, subject to and upon the terms and conditions herein set forth, the
Lenders and the Administrative Agent are willing to continue to make available
to the Companies the credit facilities provided for in the Credit Agreement; and
WHEREAS, a specific condition to the willingness of the Lenders and the
Administrative Agent to continue to make available to the Companies the credit
facilities provided for in the Credit Agreement is the reaffirmation by the
Guarantor of the Guaranty to which the Guarantor is a party; and
WHEREAS, the Guarantor will derive a material benefit from the continued
availability to the Companies of the credit facilities provided for in the
Credit Agreement and therefore the Guarantor is willing to reaffirm the Guaranty
to which the Guarantor is a party;
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which are acknowledged by the parties hereto, the parties hereto hereby agree as
follows:
1. All capitalized terms used herein and not otherwise defined shall have the
respective meanings provided to such terms in the Credit Agreement, as amended
hereby.
2. Amendments to the Credit Agreement.
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a. The Credit Agreement is hereby amended as necessary to provide
that from and after the date hereof, (i) Guaranty Bank shall no longer be a
"Lender" under the Credit Agreement, as amended hereby, and (ii) all references
to "Lender" or "Lenders" under the Credit Agreement, as amended hereby, on in
any of the Credit Documents referred to therein, shall not include Guaranty
Bank.
b. The following paragraph is hereby added as a new Paragraph
2(l)(7) of the Credit Agreement:
"(7) To the Administrative Agent, for the account of the Lenders, a
facility fee, such fee to be computed on a per annum basis, payable on
May 15, 2001 and on each anniversary of such date, each such payment
to be in an amount equal to the product of (i) the Aggregate Facility
Commitment on the payment date, multiplied by (ii) 0.15%; provided,
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however, that the amount of the fee to be paid on May 15, 2001 shall
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be prorated for the period from May 15, 2001 through and including
October 31, 2001; provided further, however, that on the date of any
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increase in the Aggregate Facility Commitment in excess of the
Aggregate Facility Commitment in effect on May 15, 2001, the Companies
shall pay to the increasing Lender or the new Lender, as applicable, a
facility fee in any amount equal to the product of (A) the amount by
which the Aggregate Facility Commitment after such increase is
effected exceeds the Aggregate Facility Commitment in effect on May
15, 2001, multiplied by (B) 0.15%, said fee to be prorated for the
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period from the date on which said increase is effected through and
including October 31, 2001. Said fee will be shared among the Lenders
in the proportion which the Commitment of each Lender on the payment
date bears to the Aggregate Facility Commitment on the payment date."
c. Paragraph 6(b)(1) of the Credit Agreement is hereby deleted
in its entirety and the following paragraph is hereby substituted in lieu
thereof:
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"(1) Within forty-five (45) days after the last day of each calendar
month, a Monthly Management Report and a Monthly Repurchased Loan
Report for said calendar month, each in a form approved by the
Administrative Agent and containing such other information as may be
reasonably requested by the Administrative Agent or the Collateral
Agent (provided, that neither of such forms shall be amended or
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modified at any time to remove any category or type of information
contained thereon without the prior approval of the Required
Lenders);"
d. Paragraph 7(c) of the Credit Agreement is hereby deleted in
its entirety and the following paragraph is hereby substituted in lieu thereof:
"7(c) Consolidation and Merger; Change of Business. Liquidate or
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dissolve or enter into any consolidation, merger, partnership, joint
venture, syndicate or other combination or make any change in the
nature of its business as presently conducted; provided, that either
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of the Companies may merge with another Person in a similar line of
business if, immediately after giving effect to such merger, (i) no
Potential Default or Event of Default exists and is continuing, and
(ii) such Company is the surviving Person; provided further, however,
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that either of the Companies may enter into a joint venture, in the
form of a limited partnership or a limited liability company, with
another Person who works with consumers needing mortgage loans, such
as a real estate broker or home builder, so long as (i) the initial
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amount of investment and capitalization by the venturing Company in or
of any such joint venture may not exceed $50,000 (or such larger
amount as may be approved by the Required Lenders or as may be
required by the applicable federal or state licensing authority); (ii)
the venturing Company shall make no further investment in or
capitalization of any such joint venture, after such initial
investment or capitalization, without the prior consent of the
Required Lenders; and (iii) the Companies shall not enter into more
than four (4) such joint ventures in any calendar year; provided that
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within three (3) Business Days of the initial investment in or
capitalization of any such joint venture by either of the Companies,
the Companies shall provide the Administrative Agent and the Lenders
notice of the establishment of such joint venture, such notice to
include the name of such joint venture and the amount of such initial
investment or capitalization; provided, however, that notwithstanding
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anything to the contrary contained above in this Paragraph 7(c),
neither of the Companies may liquidate or dissolve or enter into any
consolidation, merger, partnership, joint venture, syndicate or other
combination or make any change in the nature of its business as
presently conducted until after such date, if any, on which the
Guarantor shall have received an aggregate amount equal to or greater
than $10,000,000 in net shareholder's equity as a result of a stock
offering by the Guarantor."
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e. Paragraph 7(d) of the Credit Agreement is hereby deleted in its
entirety and the following paragraph is hereby substituted in lieu thereof:
"7(d) Acquisition. Purchase or acquire or incur liability for the
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purchase or acquisition of any or all of the assets or business of any
Person, other than in the normal course of business as currently
conducted (it being expressly agreed and understood that the
acquisition of non-recourse servicing is a normal course of business
activity and that the acquisition of recourse servicing is not a
normal course of business activity); provided, that either of the
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Companies may merge with another Person in a similar line of business
if, immediately after giving effect to such merger, (i) no Potential
Default or Event of Default exists and is continuing, and (ii) the
assets acquired are pledged to the Administrative Agent for the
benefit of the Lenders as Collateral hereunder; provided, however,
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that notwithstanding anything to the contrary contained above in this
Paragraph 7(d), neither of the Companies may purchase or acquire any
such assets or business, or enter into any such merger, until after
such date, if any, on which the Guarantor shall have received an
aggregate amount equal to or greater than $10,000,000 in net
shareholder's equity as a result of a stock offering by the
Guarantor."
f. Paragraph 7(i) of the Credit Agreement is hereby deleted in its
entirety and the following paragraph is hereby substituted in lieu thereof:
"7(i) Minimum Adjusted Tangible Shareholder's Equity. Permit
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Adjusted Tangible Shareholder's Equity as of the last day of any
fiscal quarter of the Guarantor to be less than the sum of (i)
$14,500,000, plus (ii) eighty-five percent (85%) of the aggregate
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amount of net shareholder's equity received by the Guarantor after May
15, 2001 as a result of any stock offering(s) by the Guarantor."
g. Paragraph 7(j) of the Credit Agreement (which paragraph is
erroneously numbered as a second Paragraph 7(i) in the Credit Agreement) is
hereby amended by deleting the amount "$2,000,000" contained therein and
substituting the amount "$3,500,000" in lieu thereof.
h. The definition of the term "Aggregate Facility Commitment"
contained in Paragraph 11 of the Credit Agreement is hereby amended by deleting
the amount "$150,000,000" contained therein and substituting the amount
"$180,000,000" in lieu thereof.
i. Subparagraph (l) of the definition of the term "Eligible Mortgage
Loan" contained in Paragraph 11 of the Credit Agreement is hereby deleted in its
entirety and the following paragraph is hereby substituted in lieu thereof:
"(l) Said Mortgage Loan has not previously been owned by any of the
Companies and shipped to an investor and subsequently repurchased by
the Companies from such investor, or returned to the Companies by such
investor, for
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whatever reason; provided, however, that a Mortgage Loan which has
been owned by any of the Companies, shipped to an investor and
subsequently repurchased by the Companies from such investor, or
returned to the Companies by such investor, may be included in the
Borrowing Base so long as (i) said Mortgage Loan has not been returned
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to the Companies by such investor, or required by such investor to be
repurchased by the Companies, due to any fraud or suspected fraud on
the part of the Obligor thereon; and (ii) the Unit Collateral Value of
said Mortgage Loan, when added to the Unit Collateral Values of all
other Mortgage Loans which have been so returned or repurchased, does
not exceed $5,000,000 (Eligible Mortgage Loans referred to in the
proviso to this subparagraph (l) shall be referred to herein as
"Eligible Repurchase Mortgage Loans")."
j. The definition of the term "Maturity Date" contained in Paragraph
11 of the Credit Agreement is hereby amended by deleting the date "May 15, 2001"
contained therein and substituting the date "October 31, 2001" in lieu thereof.
k. The following definition of the term "Monthly Repurchased Loan
Report" is hereby added to Paragraph 11 of the Credit Agreement in the
appropriate alphabetical order:
"`Monthly Repurchased Loan Report' shall mean a report prepared by the
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Companies in the form of that attached hereto as Exhibit N."
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l. The definition of the term "Subordinated Indebtedness" contained
in Paragraph 11 of the Credit Agreement is hereby deleted in its entirety and
the following paragraph is hereby substituted in lieu thereof:
"`Subordinated Indebtedness' shall mean the following indebtedness of
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Guarantor: (i) the obligations of Guarantor payable to the order of
each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. Lake and
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ pursuant to the first sentence of Paragraph 2.4(c)
of the First Home Merger Agreement; (ii) the obligations of Guarantor
payable to the order of each of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ III, Lanceworth ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
Livian and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to Paragraph 2.4(e) of the
Marina Merger Agreement; and (iii) the obligations of Guarantor
payable to the order of each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ pursuant to certain Amended and Restated Notes of even date
herewith payable by Guarantor to the order of each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇; provided, that the obligation of
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Guarantor to pay and otherwise satisfy all such indebtedness shall be
subordinated to the payment in full of the Obligations pursuant to
Subordination and Standstill Agreements in form and content
satisfactory to Administrative Agent."
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m. Schedule I, Schedule III, Exhibit G and Exhibit I to the Credit
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Agreement are hereby deleted in their entireties and the forms of Schedule I,
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Schedule III, Exhibit G and Exhibit I attached to this Amendment as Annex I,
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Annex II, Annex III and Annex IV, respectively, are hereby substituted in lieu
thereof.
n. A new Exhibit N is hereby added to the Credit Agreement in the
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form attached to this Amendment as Annex V.
3. This Amendment shall become effective as of the date hereof, provided that
the Administrative Agent shall have received by such date the following items:
a. A copy of this Amendment executed by the Companies, the
Guarantor, each of the Lenders and the Administrative Agent (whether such
parties shall have signed the same or different copies);
b. A Reaffirmation of Guaranty of even date herewith in form and
substance satisfactory to the Administrative Agent, executed by the
Guarantor;
c. Certificates of even date herewith signed by the President or
any Vice President of each of the Companies and of the Guarantor and
attested to by the Secretary or any Assistant Secretary of each of the
Companies and of the Guarantor certifying that (i) the Articles, Bylaws and
resolutions of such Company or of the Guarantor, as applicable, previously
delivered to the Administrative Agent remain in full force and effect
except as provided therein, (ii) such Company or the Guarantor, as
applicable, remains in good standing, (iii) all representations and
warranties of such Company or the Guarantor, as applicable, previously made
to the Administrative Agent and the Lenders remain true, complete and
accurate, and (iv) no Event of Default or Potential Default has occurred
and is continuing;
d. Twelve (12) Subordination and Standstill Agreements, each
executed by the Administrative Agent, the Guarantor, the Companies and the
respective former shareholder of Marina party thereto, and each in form and
substance satisfactory to the Administrative Agent, pursuant to which each
such shareholder shall subordinate certain indebtedness owed to such
shareholder by the Guarantor to the payment in full of the Obligations;
e. Copies of five (5) Amended and Restated Notes, each made by
the Guarantor payable to the order of the respective former shareholder of
Marina named therein, and each in form and substance satisfactory to the
Administrative Agent and containing language subordinating the indebtedness
evidenced thereby to the payment in full of the Obligations;
f. Resolutions of each of the Companies and of the Guarantor
authorizing the execution of this Amendment and, with respect to the
Guarantor,
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the Reaffirmation of Guaranty, the Subordination and Standstill
Agreements, and the Amended and Restated Notes; and
g. A facility fee, payable to the Administrative Agent for the
ratable benefit of each of the Lenders, in the amount and as further
provided in Paragraph 2(l)(7) of the Credit Agreement (as amended hereby).
4. This Amendment is limited and, except as set forth herein, shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement, or any other document or instrument entered into in connection
therewith.
5. This Amendment may be executed in any number of counterparts by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which together
shall constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Companies and the Administrative Agent.
6. This Amendment and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the laws of the State of
North Carolina.
7. From and after the date hereof, all references in the Credit Agreement,
and any other document or instrument entered into in connection therewith, to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
8. The Companies jointly and severally agree that any and all Obligations
owed by the Companies or either of them as of the date hereof to Guaranty Bank
pursuant to the terms of the Credit Agreement shall be repaid in full to
Guaranty Bank on the date hereof.
9. The Guarantor joins in the execution and delivery of this Amendment to
acknowledge and consent to the terms hereof and hereby reaffirms its obligations
under the Guaranty (as reaffirmed by the Reaffirmation of Guaranty) and agrees
that the Guaranty (as reaffirmed by the Reaffirmation of Guaranty) shall remain
in full force and effect with respect to the Obligations.
10. EACH OF THE LENDERS, THE ADMINISTRATIVE AGENT, THE GUARANTOR AND EACH OF
THE COMPANIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AMENDMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS AND THE ADMINISTRATIVE
AGENT TO ENTER INTO THIS AMENDMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and sealed as of the day and year first above written.
AMERICAN HOME MORTGAGE CORP., a
New York corporation
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title President
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MARINA MORTGAGE COMPANY, INC., a
California corporation
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title Chairman
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ACKNOWLEDGED AND AGREED TO:
AMERICAN HOME MORTGAGE HOLDINGS, INC.,
a Delaware corporation, as Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title President
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FIRST UNION NATIONAL BANK, a national banking
association, as Administrative Agent and a Lender
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title Vice President
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COMERICA BANK, a
Michigan banking corporation, as a Lender
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title Account Officer
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GUARANTY BANK (formerly known as Guaranty Federal
Bank, F.S.B.), a federal savings bank, as a Lender
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title Vice President
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BANKERS TRUST COMPANY, a New York banking
corporation, as a Lender
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title Director
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ANNEX I
SCHEDULE III
TO
AMENDED AND RESTATED AMENDED AND RESTATED MORTGAGE LOAN WAREHOUSING AGREEMENT
DATED AS OF May 25, 2000
BY AND AMONG AMERICAN HOME MORTGAGE CORP.,
MARINA MORTGAGE COMPANY, INC.,
FIRST UNION NATIONAL BANK AS ADMINISTRATIVE
AGENT AND THE LENDERS PARTY THERETO
Commitment Schedule
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Lender Maximum Commitment Percentage Share
------------------------------ ------------------------------- --------------------------------
First Union National Bank $50,000,000 55.55%
Bankers Trust Company $25,000,000 27.78%
Comerica Bank $15,000,000 16.67%
AGGREGATE FACILITY COMMITMENT $90,000,000 100.00%
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ANNEX II
SCHEDULE I
TO
AMENDED AND RESTATED AMENDED AND RESTATED MORTGAGE LOAN WAREHOUSING AGREEMENT
DATED AS OF May 25, 2000
BY AND AMONG AMERICAN HOME MORTGAGE CORP.,
MARINA MORTGAGE COMPANY, INC.,
FIRST UNION NATIONAL BANK AS ADMINISTRATIVE
AGENT AND THE LENDERS PARTY THERETO
Schedule of Addresses
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COMPANIES:
American Home Mortgage Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
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Marina Mortgage Company, Inc.,
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
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GUARANTOR:
American Home Mortgage Holdings, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
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ADMINISTRATIVE AGENT:
First Union National Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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LENDERS:
First Union National Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Comerica Bank
One Detroit Center
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Bankers Trust Company
Financial Institutions Group
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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ANNEX III
EXHIBIT G
TO
AMENDED AND RESTATED AMENDED AND RESTATED MORTGAGE LOAN WAREHOUSING AGREEMENT
DATED AS OF May 25, 2000
BY AND AMONG AMERICAN HOME MORTGAGE CORP.,
MARINA MORTGAGE COMPANY, INC.,
FIRST UNION NATIONAL BANK AS ADMINISTRATIVE
AGENT AND THE LENDERS PARTY THERETO
Form of Borrowing Base Schedule
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This Borrowing Base Schedule is furnished pursuant to the Amended and Restated
Mortgage Loan Warehousing Agreement dated as of May 25, 2000, as amended from
time to time, among the Companies, the Administrative Agent and the Lenders (the
"Agreement"). Unless otherwise defined herein, the terms used in this Borrowing
Base Schedule have the meanings ascribed thereto in the Agreement.
A. Aggregate Unit Collateral Values of
Eligible Mortgage Loans in Borrowing
Base as of previous Borrowing Base
Schedule delivered by the Companies $____________
B. Aggregate Unit Collateral Values of
Eligible Mortgage Loans submitted for
inclusion in Borrowing Base since
previous Borrowing Base Schedule
delivered by the Companies $____________
C. Sum of (A plus B) $____________
D. Aggregate Unit Collateral Values of
Eligible Mortgage Loans previously
released by the Collateral Agent for
which the full purchase price has been
received by the Administrative Agent since
previous Borrowing Base Schedule delivered
by the Companies $____________
▇▇
▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Values of
Eligible Mortgage Loans more than
thirty (30) days delinquent $____________
F. Amount by which Aggregate Unit Collateral
Values of Eligible Mortgage Loans
withdrawn from the possession of the
Collateral Agent under a trust receipt and not
returned to the Collateral Agent exceeds
$1,000,000 $____________
G. Aggregate Unit Collateral Values of Eligible
Mortgage Loans withdrawn from the possession
of the Collateral Agent under a trust receipt
more than 10 days prior to the date of this
schedule and not returned to the Collateral Agent $____________
H. Aggregate Unit Collateral Values of
Eligible Mortgage Loans withdrawn from
the possession of the Collateral Agent and
shipped to a custodian for pool formation more
than 45 days prior to the date of this schedule, or
shipped to an investor for purchase more than 90
days prior to the date of this schedule, and not
returned to the Collateral Agent or for which the
full purchase price has not been received by the
Administrative Agent $____________
I. Amount by which Aggregate Unit Collateral
Values of Eligible Mortgage Loans originated
under state bond programs and withdrawn from
the possession of the Collateral Agent and shipped
to an investor for purchase more than 45 days prior
to the date of this schedule, and not returned to the
Collateral Agent or for which the full purchase
price has not been received by the Administrative
Agent, exceeds $15,000,000 $____________
J. Aggregate Unit Collateral Values of
Eligible Repurchase Mortgage Loans
submitted for inclusion in the Borrowing Base
more than 270 days prior to the date of this
schedule $____________
K. Amount by which Aggregate Unit Collateral Values
of Eligible Mortgage Loans (other than Eligible
Repurchase Mortgage Loans) submitted for inclusion
in the Borrowing
14
Base more than 90 days prior to the date
of this Schedule exceeds ten percent
(10%) of the Aggregate Facility Commitment $____________
L. Aggregate Unit Collateral Values of
Eligible Mortgage Loans (other than Eligible
Repurchase Mortgage Loans) submitted for
inclusion in the Borrowing Base more than
120 days prior to the date of this Schedule $____________
M. Aggregate Unit Collateral Values of
Eligible Mortgage Loans the Required
Documents for which have not been
delivered to the Collateral Agent within
ten (10) days after the submission of
such Eligible Mortgage Loans for inclusion
in the Borrowing Base $____________
N. Amount by which Aggregate Unit Collateral
Values of Eligible Mortgage Loans for
which the Required Documents are not
delivered upon, but within ten (10)
days following, the submission
of such Eligible Mortgage Loans for
inclusion in the Borrowing Base exceeds
(i) sixty-five percent (65%) of the Aggregate
Facility Commitment during the last 5 or
first 5 Business Days of each month or (ii)
fifty percent (50%) of the Aggregate Facility
Commitment during any other time $____________
O. Amount by which Aggregate Unit Collateral
Values of Eligible Repurchase Mortgage Loans
exceeds $5,000,000 $____________
P. Amount by which Aggregate Unit Collateral
Values of Eligible Non-Conforming Mortgage
Loans exceeds fifteen percent (15%) of the
Aggregate Facility Commitment $____________
Q. Sum of (D plus E plus F plus G plus H
plus I plus J plus K plus L plus M plus N
plus O plus P) $____________
R. Adjusted Collateral Value of the
Borrowing Base (C minus Q) $____________
S. Aggregate principal amount of Loans
Outstanding $____________
15
T. Borrowing Base availability (R minus S;
must equal or exceed zero) $____________
The undersigned hereby certifies that, as of the date hereof:
(1) I am the duly elected ____________________ of ____________________________;
(2) The above schedule accurately states the Collateral Value of the Borrowing
Base and the aggregate principal amount of Loans outstanding;
(3) All Mortgage Loans included in the Borrowing Base as Eligible Mortgage
Loans comply in all respects with the requirements of the definition of
"Eligible Mortgage Loan"; and
(4) I have no knowledge of the existence of any condition or event which
constitutes an Event of Default under the Agreement.
Certified on behalf of the undersigned this _____ day of _________, 20___.
AMERICAN HOME MORTGAGE CORP.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
MARINA MORTGAGE COMPANY, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
16
ANNEX IV
EXHIBIT I
TO
AMENDED AND RESTATED AMENDED AND RESTATED MORTGAGE LOAN WAREHOUSING AGREEMENT
DATED AS OF May 25 2000
BY AND AMONG AMERICAN HOME MORTGAGE CORP.,
MARINA MORTGAGE COMPANY, INC.,
FIRST UNION NATIONAL BANK AS ADMINISTRATIVE
AGENT AND THE LENDERS PARTY THERETO
Schedule of Permitted Other Debt
(Including Permitted Secured Debt)
----------------------------------
Permitted Secured Debt:
Mortgage warehousing facility in the maximum principal amount of $75,000,000
and having a 364-day term (as such term may be extended or renewed from time to
time) extended to one or both of the Companies by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or an Affiliate
thereof; provided that a copy of the documentation creating and securing such
--------
facility (and any amendments thereto from time to time) shall be provided by the
Companies to the Administrative Agent and the Lenders.
[PAINEWEBBER/UBS FACILITY; DETAILS TO BE SUPPLIED BY COMPANIES]
Such other secured indebtedness as the Companies may incur from time to time;
provided, that the amount, maturity, pricing, collateral and other terms and
--------
conditions of such indebtedness (and any modification thereof from time to time)
shall be subject to the prior consent and approval of the Required Lenders,
which consent and approval shall not be unreasonably withheld.
Permitted Other Debt:
The Subordinated Indebtedness.
Such unsecured indebtedness as the Companies may incur from time to time;
provided, that the amount, maturity, pricing and other terms and conditions of
--------
such indebtedness (and any modification thereof from time to time) shall be
subject to the prior consent and approval of the Required Lenders, which
consent and approval shall not be unreasonably withheld.
17
ANNEX V
EXHIBIT N
TO
AMENDED AND RESTATED AMENDED AND RESTATED MORTGAGE LOAN WAREHOUSING AGREEMENT
DATED AS OF May 25 2000
BY AND AMONG AMERICAN HOME MORTGAGE CORP.,
MARINA MORTGAGE COMPANY, INC.,
FIRST UNION NATIONAL BANK AS ADMINISTRATIVE
AGENT AND THE LENDERS PARTY THERETO
Form of Monthly Repurchased Loans Report
----------------------------------------
18