HOMEGOLD, INC.
FIRST AMENDMENT TO CREDIT AGREEMENT
Household Commercial Financial Services, Inc.
Woodale, Illinois 60191
Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of May 2,
2000 (the "Credit Agreement") between the undersigned, Homegold, Inc., a South
Carolina corporation (the "Borrower") and you (the "Lender"). All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.
The Borrower has requested that the Lender increase the amount of the
Commitment under the Credit Agreement from $40,000,000 to initially $50,000,000
subject to further increases, upon the satisfaction of certain conditions, up to
$100,000,000 and make certain other amendments to the Credit Agreement and the
Lender is willing to do so under the terms and conditions set forth in this
Amendment.
1. AMENDMENTS.
Upon your acceptance hereof in the space provided for that purpose below,
the Credit Agreement shall be and hereby is amended as follows:
1.1. Section 1.1 of the Credit Agreement shall be amending the definition of
Commitment contained therein in its entirety to read as follows:
"Commitment" means (i) $75,000,000 if and so long as there shall have
been pledged (in a manner and pursuant to documentation satisfactory to the
Lender in its sole discretion) in favor of the Lender a certificate of
deposit (or other cash collateral acceptable to the Lender in its sole
discretion) in an amount equal to or greater than $10,000,000 but less than
$13,000,000, (ii) $100,000,000 if and so long as there shall have been
pledged (in a manner and pursuant to documentation satisfactory to the
Lender in its sole discretion) in favor of the Lender a certificate of
deposit (or other cash collateral acceptable to the Lender in its sole
discretion) in an amount equal to or greater than $13,000,000 and (iii)
$50,000,000 at all other times.
1.2. Section 2.1 of the Credit Agreement shall be amended by deleting "(i)
$40,000,000 (the "Commitment") (subject to any reductions thereof pursuant to
the terms hereof" and by substituting therefor "(i) the Commitment (subject to
any reductions thereof pursuant to the terms hereof".
1.3. Exhibit A to the Credit Agreement shall be amended in its entirety and
as so amended shall read as set forth on Exhibit A attached hereto.
<PAGE>
1.4. Any reference in the Credit Agreement or any other Loan Document to
"Note" or "Revolving Credit Note" shall be references to the Replacement
Revolving Credit Note delivered pursuant to 2.1 of this Amendment.
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all of
the following conditions precedent:
2.1. The Borrower and the Lender shall have executed and delivered this
Amendment and the Borrower shall have executed and delivered to Lender a
replacement Revolving Credit Note in the form of Exhibit A to the Credit
Agreement as amended hereby.
2.2. The Guarantors shall have consented hereto in the space provided for
such purpose below.
2.3. Legal matters incident to the execution and delivery of this Amendment
shall be satisfactory to the Lender and its counsel.
2.4. The Lender shall have received copies (executed or certified, as may be
appropriate) of all legal documents or proceedings taken in connection with the
execution and delivery of this Amendment to the extent the Lender or its counsel
may reasonably request.
3. REPRESENTATIONS.
In order to induce the Lender to execute and deliver this Amendment, the
Borrower hereby represents to the Lender that as of the date hereof, the
representations and warranties set forth in Section 5 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.5 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Lender) and the Borrower is in full
compliance with all of the terms and conditions of the Credit Agreement and no
Default or Event of Default has occurred and is continuing under the Credit
Agreement or shall result after giving effect to this Amendment.
4. MISCELLANEOUS.
4.1 The Borrower and the Guarantors have heretofore executed and delivered
to the Lender that certain Security Agreement dated as of May 2, 2000 (the
"Security Agreement"). The Borrower hereby, and the Guarantors by their consent
hereto in the space provided for that purpose below, each acknowledges and
agrees that, notwithstanding the execution and delivery of this Amendment, the
Security Agreement remains in full force and effect and the rights and remedies
of the Lender thereunder, the obligations of the Borrower and Guarantors
thereunder and the liens and security interests created and provided for
thereunder remain in full force and effect and shall not be affected, impaired
or discharged hereby. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided for
by the Security Agreement as to the indebtedness which would be secured thereby
prior to giving effect to this Amendment.
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<PAGE>
4.2. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement or
any other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect
to the Credit Agreement, any reference in any of such items to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended hereby.
4.3. The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Lender in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Lender.
4.4. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
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<PAGE>
Dated as of May 30, 2000.
HOMEGOLD, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
Accepted and agreed to in Wood Dale, Illinois as of the date and year last
above written.
HOUSEHOLD COMMERCIAL FINANCIAL SERVICES, INC.
By:
______________________________________
Michael J. Hammond
Vice President
<PAGE>
CONSENT
The undersigned have heretofore executed and delivered to the Lender (i) a
Guaranty dated May 2, 2000 (the "Guaranty") and (ii) a Security Agreement dated
May 2, 2000 (the "Security Agreement"). Each of the undersigned hereby consents
to the Amendment to Credit Agreement set forth above and confirms that the
Guaranty and the Security Agreement and all of such undersigned's obligations
thereunder remain in full force and effect and, without limiting the foregoing,
acknowledges and agrees that the increased amount of credit made available to
the Borrower under the Credit Agreement pursuant to such Amendment constitutes
(a) indebtedness which is guarantied by the undersigned under the Guaranty and
(b) indebtedness which is secured by the Security Agreement. Each of the
undersigned further agrees that the consent of the undersigned to any further
amendments to the Credit Agreement shall not be required as a result of this
consent having been obtained, except to the extent, if any, required by the
Guaranty or Security Agreement.
HOMEGOLD FINANCIAL, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
CAROLINA INVESTORS, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
PREMIER FINANCIAL SERVICES INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
LOAN PRO$, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
<PAGE>
EMERGENT BUSINESS CAPITAL ASSET
BASED LENDING, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
REEDY RIVER VENTURES, L.P.
By:________________________________________
Name:______________________________________
Its:_______________________________________
EMERGENT SBIC, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
EMERGENT COMMERCIAL MORTGAGE, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
EMERGENT BUSINESS CAPITAL, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
<PAGE>
EMERGENT INSURANCE AGENCY CORP.
By:________________________________________
Name:______________________________________
Its:_______________________________________
EMERGENT MORTGAGE CORP. OF TENNESSEE
By:________________________________________
Name:______________________________________
Its:_______________________________________
HOMEGOLD REALTY, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
<PAGE>
EXHIBIT A
REPLACEMENT REVOLVING CREDIT NOTE
$100,000,000 May 30, 2000
FOR VALUE RECEIVED, the undersigned, HOMEGOLD, INC., a South Carolina
corporation (the "Borrower"), promises to pay to the order of HOUSEHOLD
COMMERCIAL FINANCIAL SERVICES, INC. (the "Lender") on the Termination Date of
the hereinafter defined Credit Agreement, at the principal office of the Lender
in Wood Dale, Illinois, in immediately available funds, the principal sum of ONE
HUNDRED MILLION Dollars ($100,000,000) or, if less, the aggregate unpaid
principal amount of all Loans made by the Lender to the Borrower under the
Revolving Credit pursuant to such Credit Agreement and with each such Loan to
mature and become payable as provided in such Credit Agreement, together with
interest on the principal amount of each such Loan from time to time outstanding
hereunder at the rates, and payable in the manner and on the dates, specified in
the Credit Agreement.
The Lender shall record on its books or records or on a schedule attached to
this Note, each Loan made by it pursuant to its Commitment, together with all
payments of principal and interest and the principal balances from time to time
outstanding hereon, provided that prior to the transfer of this Note all such
amounts shall be recorded on a schedule attached to this Note. The record
thereof, whether shown on such books or records or on the schedule to this Note,
shall be prima facie evidence of the same, provided, however, that the failure
of the Lender to record any of the foregoing or any error in any such record
shall not limit or otherwise affect the obligation of the Borrower to repay all
Loans made to it under the Revolving Credit pursuant to the Credit Agreement
together with accrued interest thereon.
This Note is the Note referred to in the Credit Agreement dated as of May 2,
2000 as amended , between the Borrower and the Lender (such Credit Agreement as
the same may from time to time be amended or restated being referred to as the
"Credit Agreement") and payment hereof is secured by the Collateral Documents,
and this Note and the holder hereof are entitled to all the benefits provided
for thereby or referred to therein, to which Credit Agreement and Collateral
Documents reference is hereby made for a statement thereof. All defined terms
used in this Note, except terms otherwise defined herein, shall have the same
meaning as in the Credit Agreement.
Prepayments may be made hereon, certain prepayments are required to be made
hereon and this Note may be declared due prior to the expressed maturity hereof,
all in the events, on the terms and in the manner as provided for in the Credit
Agreement and Collateral Documents.
The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.
<PAGE>
This Note is issued in substitution and replacement for, and evidences the
indebtedness currently evidenced by that certain Revolving Credit Note of the
Borrower dated as of May 2, 2000 payable to the order of the Lender.
This Note shall be governed by and construed in accordance with the laws of
the State of Illinois.
HOMEGOLD, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
<PAGE>
REPLACEMENT REVOLVING CREDIT NOTE
$100,000,000 May 30, 2000
FOR VALUE RECEIVED, the undersigned, HOMEGOLD, INC., a South Carolina
corporation (the "Borrower"), promises to pay to the order of HOUSEHOLD
COMMERCIAL FINANCIAL SERVICES, INC. (the "Lender") on the Termination Date of
the hereinafter defined Credit Agreement, at the principal office of the Lender
in Wood Dale, Illinois, in immediately available funds, the principal sum of ONE
HUNDRED MILLION Dollars ($100,000,000) or, if less, the aggregate unpaid
principal amount of all Loans made by the Lender to the Borrower under the
Revolving Credit pursuant to such Credit Agreement and with each such Loan to
mature and become payable as provided in such Credit Agreement, together with
interest on the principal amount of each such Loan from time to time outstanding
hereunder at the rates, and payable in the manner and on the dates, specified in
the Credit Agreement.
The Lender shall record on its books or records or on a schedule attached to
this Note, each Loan made by it pursuant to its Commitment, together with all
payments of principal and interest and the principal balances from time to time
outstanding hereon, provided that prior to the transfer of this Note all such
amounts shall be recorded on a schedule attached to this Note. The record
thereof, whether shown on such books or records or on the schedule to this Note,
shall be prima facie evidence of the same, provided, however, that the failure
of the Lender to record any of the foregoing or any error in any such record
shall not limit or otherwise affect the obligation of the Borrower to repay all
Loans made to it under the Revolving Credit pursuant to the Credit Agreement
together with accrued interest thereon.
This Note is the Note referred to in the Credit Agreement dated as of May 2,
2000 as amended , between the Borrower and the Lender (such Credit Agreement as
the same may from time to time be amended or restated being referred to as the
"Credit Agreement") and payment hereof is secured by the Collateral Documents,
and this Note and the holder hereof are entitled to all the benefits provided
for thereby or referred to therein, to which Credit Agreement and Collateral
Documents reference is hereby made for a statement thereof. All defined terms
used in this Note, except terms otherwise defined herein, shall have the same
meaning as in the Credit Agreement.
Prepayments may be made hereon, certain prepayments are required to be made
hereon and this Note may be declared due prior to the expressed maturity hereof,
all in the events, on the terms and in the manner as provided for in the Credit
Agreement and Collateral Documents.
The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.
<PAGE>
This Note is issued in substitution and replacement for, and evidences the
indebtedness currently evidenced by that certain Revolving Credit Note of the
Borrower dated as of May 2, 2000 payable to the order of the Lender.
This Note shall be governed by and construed in accordance with the laws of
the State of Illinois.
HOMEGOLD, INC.
By:________________________________________
Name:______________________________________
Its:_______________________________________
