SECOND AMENDMENT TO CREDIT DOCUMENTS
This Second Amendment to Credit Documents is made as of October 7, 1999
(the "Amendment") by and among Prism Mortgage Company, an Illinois corporation,
Pacific Guarantee Mortgage Corporation, a California corporation, Mortgage
Market, Inc., an Oregon corporation, PointSource Financial, L.L.C., an Illinois
limited liability company, Infiniti Mortgage, L.L.C., an Illinois limited
liability company, First City Financial Corp., a Colorado corporation, the
lenders identified on the signature pages hereof (the "Lenders"), and Bank One,
NA, a national banking association formerly known as The First National Bank of
Chicago, as administrative agent for the Lenders ("Agent").
1. RECITALS
The Borrower, the Agent and the Lenders are parties to a certain Credit
Agreement dated as of March 31, 1999, as amended by an Amendment to Credit
Documents dated as of May 24, 1999 (as so amended, the "Credit Agreement"),
pursuant to which the Lenders have agreed to provide a revolving credit facility
to the Borrower and the Borrowing Subsidiaries on the terms and conditions set
forth in the Credit Agreement. Any capitalized term not expressly defined herein
shall have the meaning ascribed to such term in the Credit Agreement.
The Borrower, the Borrowing Subsidiaries, the Agent, and the Lenders
desire to amend the Credit Agreement to allow the Borrower and the Borrowing
Subsidiaries to guaranty a $10,000,000 line of credit to be provided by LaSalle
Bank, National Association to Prism Financial Corporation (the "Holding
Company") and to grant Liens on their assets (other than the Collateral) to
secure such guaranty obligations.
NOW, THEREFORE, the parties hereto agree as follows:
1. REVISED SCHEDULE OF LIENS AND INDEBTEDNESS. It is the intent of the
Holding Company to obtain a line of credit in the amount of $10,000,000 from
LaSalle Bank, National Association (the "LaSalle Line"), which LaSalle Line is
to replace the existing $20,000,000 line of credit provided to the Borrower by
▇▇▇▇ ▇▇▇▇▇▇ Bank. It is the intent of the Borrower and the Borrowing
Subsidiaries to guarantee the Holding Company's obligations under the LaSalle
Line and to pledge their respective assets (other than the Collateral) to secure
such obligations. Accordingly, as of the date the Holding Company first draws
any advance under the LaSalle Line, (a) Schedule 4 to the Credit Agreement is
hereby deleted and replaced with Schedule 4 hereto, and (b) the phrase "existing
on the date hereof and" in clause (v) of Section 6.13 of the Credit Agreement
and in clause (ii) of Section 6.22 of the Credit Agreement is hereby deleted.
2. MISCELLANEOUS.
(a) All references to the Credit Agreement in the Loan
Documents shall be deemed to refer to the Credit Agreement as amended by this
Amendment.
(b) The Borrower and each Borrowing Subsidiary each hereby
represents and warrants to the Lenders that on the date of execution hereof,
both prior to and after giving effect to this Amendment, (i) the representations
and warranties of the Borrower and the Borrowing
Subsidiaries contained in the Loan Documents are accurate and complete in all
respects, and (ii) no Default or Unmatured Default has occurred and is
continuing.
(c) In all other respects, the Credit Agreement and the other
Loan Documents are and remain unmodified and in full force and effect and are
hereby ratified and confirmed. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Amendment by signing any such
counterpart.
(d) The Borrower agrees to reimburse the Agent for all
reasonable out-of-pocket expenses (including legal fees and expenses) incurred
in connection with the preparation, negotiation and consummation of this
Amendment.
(e) This Amendment shall be effective as of the date on which
the Agent has both received executed counterparts of this Amendment from the
Borrower, the Borrowing Subsidiaries and the Required Lenders and also received
from the Borrower the amendment fee of $2,500 for each Lender.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
PRISM MORTGAGE COMPANY, an Illinois corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Title: Senior Vice President and
Chief Financial Officer
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PACIFIC GUARANTEE MORTGAGE CORPORATION, a
California corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Title:
--- --------------------------
MORTGAGE MARKET, INC., an Oregon corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Title:
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POINTSOURCE FINANCIAL, L.L.C., an Illinois limited
liability company
By: Prism Mortgage Company, its Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title:
------------------------------
INFINITI MORTGAGE, L.L.C., an Illinois limited
liability company
By: Prism Mortgage Company, its Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title:
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FIRST CITY FINANCIAL CORP., a Colorado corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title:
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BANK ONE, NA, INDIVIDUALLY AND AS AGENT
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Title: Vice President
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THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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COMERICA BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Account Officer
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FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Title: Vice President
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GUARANTY FEDERAL BANK, F.S.B.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Title: Vice President
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HIBERNIA NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Title: Assistant Vice President
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LASALLE BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Title: Vice President
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MERCANTILE BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Title: Senior Vice President
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2. SCHEDULE "4"
INDEBTEDNESS AND LIENS
(See Sections 5.14, 6.13 and 6.22)
INDEBTEDNESS
Guaranty of the Borrower and each Borrowing Subsidiary of the obligations of
Prism Financial Corporation's obligations under Prism Financial Corporation's
line of credit in the amount of up to $10,000,000 from LaSalle National Bank.
In addition the Borrower currently has repo/gestation facilities with Prudential
Securities and Greenwich Capital and utilizes ▇▇▇▇▇▇ Mae's ASAP plus program.
These facilities are considered true sales for accounting and legal purposes.
LIENS
Blanket lien on the assets of the Borrower and each Borrowing Subsidiary, other
than assets constituting Collateral. Also the following liens:
LIENS ON ASSETS OF PRISM MORTGAGE COMPANY
Lien in favor of Minolta Business Systems on certain office equipment.
LIENS ON ASSETS OF MORTGAGE MARKET, INC.
Lien in favor of Computer Technology Link Corp. on certain office equipment.
Lien in favor of ▇▇▇▇▇▇▇ Sign Co., Inc. on building sign.
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