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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________.
Commission File Number 1-5899
U.S. HOME CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 21-0718930
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 West Loop South, Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 877-2311
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES X NO
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. YES X NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at July 31, 1994
Common Stock, $.01 par value 10,325,747 shares
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10.2 - Seventh Amendment to Warehousing Credit and
Security Agreement (single-family mortgage loans),
dated as of July 1, 1994, between U.S. Home
Mortgage Corporation and Residential Funding
Corporation
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EXHIBIT 10.2
SEVENTH AMENDMENT TO
WAREHOUSING CREDIT AND SECURITY AGREEMENT
THIS SEVENTH AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT
(this "Amendment") is entered into as of this 1st day of July, 1994, by
and between U. S. HOME MORTGAGE CORPORATION, a Florida corporation (the
"Company") and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation
(the "Lender").
WHEREAS, the Company and the Lender have entered into a single
family revolving warehouse facility with a present commitment
amount of Thirty-Five Million Dollars ($35,000,000) (the
"Commitment"), to finance the origination and acquisition of
Mortgage Loans as evidenced by a Fourth Amended and Restated
Promissory Note in the principal sum of Forty Million Dollars
($40,000,000), dated as of June 15, 1993, and by a Warehousing
Credit and Security Agreement dated as of April 15, 1992, as the
same may have been amended or supplemented (the "Agreement"); and
WHEREAS, the Company has requested the Lender to increase the
Commitment amount, to extend the period for which the Commitment
under the Agreement has been made and to otherwise amend certain
other terms of the Agreement, and the Lender has agreed to such
increase, extension and amendment subject to the terms and
conditions of this Amendment.
NOW, THEREFORE, for and in consideration of the foregoing and
of the mutual convenants, agreements and conditions hereinafter set
forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. All capitalized terms used herein and not otherwise
defined shall have their respective meanings set forth in the
Agreement.
2. Section 1.1 of the Agreement shall be amended by adding
the following definitions:
"FIRREA" means the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as mended from time to
time, and the regulations promulgated and rulings issued
thereunder.
"LIBOR" means, for each calendar week, the rate of
interest per annum which is equal to the arithmetic mean of
the U. S. Dollar London Interbank Offered Rates for one (1)
month periods as of 11:00 a.m. London time on the first
Business Day of each week on which the London Interbank market
is open, as published by Knight-Ridder, Inc. on its
MoneyCenter system. LIBOR shall be rounded, if necessary, to
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the next higher one sixteenth of one percent (1/16%). If such
U. S. dollar LIBOR rates are not so offered or published for
any period, then during such period LIBOR shall mean the
London Interbank Offered Rate of one (l) month periods
published on the first Business Day of each week on which the
London Interbank market is open, the Wall Street Journal in
its regular column entitled "Money Rates."
"Ordinary Warehousing Advance" means an Advance, other
than a Shipped Rate Advance, made against Single-family
Mortgage Loans and is subject to a Purchase Commitment.
"Shipped Rate" means a f floating rate of interest per
annum equal to LIBOR plus one and one quarter of one percent
(1.25%) per annum. The Shipped Rate shall be adjusted on and
as of the effective date of any change in LIBOR. The Lender's
determination of the Shipped Rate as of any date of
determination shall be conclusive and binding, absent manifest
error.
"Shipped Rate Advance" means an Advance made against
Mortgage Loans that have been shipped by the Lender to (a) an
Investor for purchase under a Purchase Commitment, or (b) an
Approved Custodian and included in an Eligible Mortgage Pool.
"Usage Fee" has the meaning set forth in Section 2.9
hereof.
"Used Portion" has the meaning set forth in Section 2.9
hereof.
3. Section 1.1 of the Agreement shall be amended by deleting
the definition of "Floating Rate" and replacing it with the
following:
"Floating Rate" means a floating rate of interest per
annum equal to LIBOR plus one and three-quarters percent
(1.75%) per annum. The Floating Rate shall be adjusted on and
as of the effective date of any change in LIBOR. The Lender's
determination of the Floating Rate as of any date of
determination shall be conclusive and binding, absent manifest
error. The Floating Rate will be adjusted as of the effective
date of each change in LIBOR.
4. Section 1.1 of the Agreement shall be amended to delete
the definition of "Base Rate" in its entirety.
5. Section 2.1(a) of the Agreement is hereby deleted in its
entirety and the following section is substituted in lieu thereof:
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2.1(a) Subject to the terms and conditions of
this Agreement and provided no Default or Event of
Default has occurred and is continuing, the Lender
agrees, from time to time during the period from the date
hereof to and including August 31, 1995 (unless such
period is earlier terminated pursuant hereto) to make
Advances to the Company, provided the total aggregate
principal amount outstanding at any one time of all such
Advances shall not exceed Forty Million Dollars
($40,000,000). The obligation of the Lender to make
Advances hereunder up to such limit, is hereinafter
referred to as the "Commitment." Within the Commitment,
the Company may borrow, repay and reborrow. All Advances
under this agreement shall constitute a single
indebtedness, and all of the Collateral shall be security
for the Note and for the performance of all the
Obligations.
6. Section 2.1(b) (1) of the Agreement is hereby deleted in
its entirety and the following section is substituted in lieu
thereof:
(1) The aggregate amount of West Settlement Advances
outstanding at any one time shall not exceed Twelve
Million Dollars ($12,000,000).
7. Section 2.1(b) of the Agreement shall be amended by
adding the following subsection (3):
(3) No Advance shall be made against Mortgage Loans
which are not covered by a Purchase Commitment.
8. Section 2.4(a) of the Agreement shall be deleted in its
entirety and the following shall be substituted in lieu thereof:
2.4(a) The unpaid amount of each Ordinary Warehousing
Advance shall bear interest, from the date of such Advance
until the earlier of the date such Advance becomes a Shipped
Rate Advance or the date such Advance is paid in full, at the
Floating Rate. The unpaid amount of each Shipped Rate Advance
shall bear interest, from the date such Advance becomes a
Shipped Rate Advance until paid in full, at the Shipped Rate.
9. Section 2.6 of the Agreement is hereby amended by
inserting the date "August 31, 1994" in place of "August 31, 1994"
wherever it appears in such Section.
10. Section 2.9 of the Agreement shall be deleted in its
entirety and the following shall be substituted in lieu thereof:
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2.9 Commitment Fees.
_______________
(a) The Company agrees to pay to the Lender a
Commitment Fee in the amount of one-quarter percent
(1/4%) of the lesser of Thirty Million Dollars
($30,000,000) or the amount of the Commitment, which
Commitment Fee shall be paid quarterly in advance and
shall be computed on the basis of a 365-day year and
applied to the actual number of days elapsed in such
calendar quarter. The Company shall make quarterly
payments of the Commitment Fee on the first (1st) day
of each calendar quarter. If the expiration date of the
Commitment is other than the last day of a calendar
quarter, the Company shall pay the prorated portion of
the quarterly Commitment Fee due from the beginning of
the then current calendar quarter to and including the
expiration date. For the purposed hereof, calendar
quarters shall be defined as the three (3) month periods
beginning on each April 1, July 1, October 1, and January
1. The Company shall not be entitled to a reduction in
the amount of the Commitment Fee, in the event the amount
of the Commitment is reduced or in the event that the
Commitment is terminated prior to its stated expiration
date. If the Commitment terminates prior to its stated
expiration date, the unpaid balance of the Commitment Fee
shall be due and payable in full on the date of such
termination.
(b) At the end of each calendar quarter during the
term hereof commencing with the calendar quarter
beginning on July 1, 1994, the Lender shall determine the
three month average usage of the portion of the
Commitment in excess of Thirty Million Dollars
($30,000,000) by calculating the arithmetic daily average
of the Advances outstanding during each such calendar
quarter. To the extent the quarterly average usage (the
"Used Portion") exceeds Thirty Million Dollars
($30,000,000), the Company shall pay in arrears, within
thirty (30) days after the end of each calendar quarter,
a fee (the "Usage Fee"), equal to one-quarter of one
percent (1/4%) per annum on the total amount by which the
Used Portion of the Commitment exceeds Thirty Million
Dollars ($30,000,000) during such calendar quarter. If
the expiration date of the Commitment is other than the
first (1st) day of a quarter, the Company shall pay the
prorated portion of the quarterly Usage Fee due from the
beginning of the then current quarter to and including
the expiration date. For the purposes hereof, quarters
shall be defined as beginning April 1, July 1, October 1,
and January 1. In the absence of manifest error, the
calculation by the Lender of the amount of any Non-Usage
Fee shall be conclusive.
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11. Section 2.10 of the Agreement shall be deleted in its
entirety and the following shall be substituted in lieu thereof:
2.10 Warehousing Fees. The Company agrees to pay to the
Lender, monthly in arrears on the last day of each month and
on the expiration date of the Commitment, a Warehousing Fee in
the amount of Ten Dollars ($10.00) for each Mortgage Loan
pledged as Collateral for an Advance. Notwithstanding the
foregoing, if the arithmetic daily average of the Advances
outstanding in any month exceeds Twenty Million Dollars
($20,000,000), no Warehousing Fee shall be payable for such
month.
2.11 Miscellaneous Charges. The Company agrees to
reimburse the Lender for miscellaneous charges and expenses
incurred by or on behalf of the Lender in connection with the
handling and administration of Advances, and to reimburse the
Lender for miscellaneous charges and expenses incurred by or
on behalf of the Lender in connection with the handling and
administration of the Collateral. For the purposes hereof,
miscellaneous charges and expenses shall include, but not be
limited to, charges for wire transfers, charges for security
delivery fees, charges for overnight delivery of Collateral to
Investors and the Funding Bank's service charges.
Miscellaneous charges are due when incurred, but shall not be
delinquent if paid within fifteen (15) days after receipt of
an invoice or an account analysis statement from the Lender.
12. Section 5.14(c) of the Agreement shall be deleted in its
entirety and the following shall be substituted in lieu thereof:
5.14(c) Any Mortgage Loan and any related document
included in the Pledged Mortgages (1) has been duly
executed and delivered by the parties thereto at a
closing held not more than ninety (90) days prior to the
date of the Advance Request for such Mortgage Loan, (2)
has been made in compliance with all requirements of the
Real Estate Settlement Procedures Act, Equal Credit
Opportunity Act, the federal Truth-In-Lending Act and all
other applicable laws and regulations, (3) is and will
continue to be valid and enforceable in accordance with
its terms, without defense or offset, (4) has not been
modified or amended except in writing, which writing is
part of the Collateral Documents, nor any requirements
thereof waived, (5) is supported by an underlying
appraisal in compliance with the requirements of FIRREA,
and (6) complies and will continue to comply with the
terms of this Agreement and, if applicable, with the
related Purchase Commitment held by the Company. Each
Mortgage Loan has been fully advanced in the face amount
thereof and each Mortgage is a first Lien on the premises
described therein, and has or will have a title insurance
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policy, in American Land Title Association form, from a
recognized title insurance company, insuring the priority
of the Lien of the Mortgage and meeting the usual
requirements of Investors purchasing such Mortgage Loans.
13. Article 13 of the Agreement is hereby amended to add the
following section immediately after Section 13.10:
13.11 Operational Reviews. From time to time upon
request, the Company shall permit access to its premises and
records by the Lender or its representative, for the purpose
of conducting a review of the Company's general mortgage
business methods, policies and procedures, auditing loan files
and reviewing financial and operational aspects of the
Company's business.
14. As a condition precedent to the effectiveness of this
Amendment, the Company shall deliver to the Lender (a) an executed
original of this Amendment; (b) a current certified tax, lien and
judgment search of the appropriate public records of the Company,
including a search of Uniform Commercial Code financing statements,
which search shall not have disclosed the existence of any prior
Lien on the Collateral other than in favor of the Lender or as
permitted hereunder; (c) current Certificates of Good Standing of
the Company; (d) current insurance information; and (e) a Two
Hundred Fifty Dollar ($250) document production fee.
15. The Company represents, warrants and agrees that (a)
there exists no Default or Event of Default under the Agreement,
the Note, or any and all other documents contemplated thereby and
any of the exhibits attached thereto ("Loan Documents"), (b) the
Loan Documents continue to be the legal, valid, and binding
agreements and obligations of the Company enforceable in accordance
with their terms, as modified herein, (c) the Lender is not in
default under any of the Loan Documents and the Company has no
offset or defense to its performance or obligations under any of
the Loan Documents, (d) the representations contained in the Loan
Documents remain true and accurate in all respects, and (e) there
has been no material adverse change in the financial condition of
the Company from the date of the Agreement to the date of this
Amendment.
16. Except as hereby modified, the Agreement shall
otherwise be unchanged and shall remain in full force and effect,
and the Company ratifies and reaffirms all of its obligations
thereunder.
17. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be
an original, but all of which shall together constitute one and the
same instrument.
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IN WITNESS WHEREOF, the Company and the Lender have caused
this Amendment to be duly executed on their behalf by their duly
authorized officers as of the day and year above written.
U.S. HOME MORTGAGE CORPORATION,
a Florida Corporation
By: /s/ Thomas A. Napoli
THOMAS A. NAPOLI
VICE-PRESIDENT
RESIDENTIAL FUNDING CORPORATION,
a Delaware corporation
(SEAL) By: /s/ Donna A. West
DONNA A. WEST
VICE-PRESIDENT
STATE OF TEXAS
COUNTY OF HARRIS
On July 29, 1994, before me, a Notary Public,
personally appeared Thomas A. Napoli, the Vice
President of U.S. HOME MORTGAGE CORPORATION, a Florida
corporation, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by
his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
(SEAL) By: /s/ Brenda Grable
Brenda Grable
Notary Public
My Commission Expires: 7-1-97
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STATE OF FLORIDA
COUNTY OF BROWARD
ON July 28, 1994, before me, a Notary Public,
personally appeared Donna A. West, the Vice
President of RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by
his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
By: /s/ Marcia S. Grabin
MARCIA S. GRABIN
Notary Public
My commission Expires 9-1-94
