Exhibit 10.18
FALCON FINANCIAL INVESTMENT
TRUST
SIXTH AMENDMENT TO
REVOLVING WAREHOUSE FINANCING AGREEMENT
This SIXTH AMENDMENT TO REVOLVING
WAREHOUSE FINANCING AGREEMENT (this “Sixth
Amendment” ) is dated as of March 22, 2004 and
entered into by and among Falcon Financial Investment Trust (as
successor to Falcon Financial, LLC) (“ FFIT ”),
SunAmerica Life Insurance Company, Bank of New York (as successor
to LaSalle National Bank) and ABN AMRO Bank N.V., and is made with
reference to the Revolving Warehouse Financing Agreement dated as
of January 7, 1998 by and among the parties hereto (as
amended, the “Warehouse Agreement” ).
Capitalized terms used herein without definition shall have the
respective meanings set forth in the Warehouse
Agreement.
WHEREAS , the parties hereto have entered into the First
Amendment to Revolving Warehouse Financing Agreement as of
March 25, 1998 (the “ First Amendment ”),
which amended the Warehouse Agreement, among other things to add
new definitions to, and amend and restate existing definitions in,
Article I of the Warehouse Agreement for the purpose of
clarifying certain terms relating to the franchise loans eligible
to be financed under the Warehouse Agreement;
WHEREAS , the parties hereto have entered into the
Second Amendment to Revolving Warehouse Financing Agreement as of
October 2, 1998 (the “ Second Amendment ”),
which amended the Warehouse Agreement, among other things to amend
the recitals, add new definitions to, and amend and restate
existing definitions in, Article I of the Warehouse Agreement
and amend certain other sections of the Warehouse Agreement to
provide for the financing of mortgage loans under the Warehouse
Agreement;
WHEREAS , the parties hereto have entered into the Third
Amendment to Revolving Warehouse Financing Agreement as of
April 19, 1999 (the “ Third Amendment ”),
which amended the Warehouse Agreement, among other things to
reflect the increase in the working capital facility under the
Senior Subordinated Loan Agreement and the existence of the Junior
Subordinated Loan Agreement;
WHEREAS , the parties hereto have entered into the
Fourth Amendment to Revolving Warehouse Financing Agreement as of
October 29, 2001 (the “ Fourth Amendment
”), which amended the Warehouse Agreement, among other things
to temporarily increase the Facility Limit and to set the
Applicable Margin at 3%;
WHEREAS , Customer, SunAmerica and Goldman Sachs
Mortgage Company (“ Goldman Sachs ”) have
entered into that certain Agreement Relating to Receivables dated
as of October 27, 2003 (the “ Receivables
Agreement ”) pursuant to which Customer granted
SunAmerica and Goldman Sachs certain rights with respect to
approving Customer’s origination of Receivables under the
Warehouse Agreement and requiring Customer to make Partial
Prepayments of Invested Principal under the circumstances described
therein;
WHEREAS , the parties hereto have entered into the Fifth
Amendment to Revolving Warehouse Financing Agreement dated as of
November 21, 2003 (the “ Fifth Amendment
”), which amended the Warehouse Agreement, among other things
to reduce the Applicable Margin to 2%, reduce the Advance Rate to
80% and provide for the ability of Customer to borrow for general
corporate purposes to the extent any voluntary Partial Prepayments
of Invested Principal reduce the Aggregate Amount Outstanding below
80% of the Net Receivables Balance;
WHEREAS , the Merger and the IPO (each as described and
defined in the Fifth Amendment) were effective as of
December 22, 2003, resulting in FFIT succeeding to Falcon
Financial, LLC as the “Customer” under the Warehouse
Agreement and the Receivables Agreement;
WHEREAS , the parties desire to amend the Warehouse
Agreement to provide for the financing of variable rate Receivables
under the Warehouse Agreement and make certain other amendments
relating to reporting requirements and financial
covenants;
WHEREAS , except as expressly set forth herein, the
parties hereto disclaim any intent to effect a novation or an
extinguishment or discharge of any liability or obligation under
the Warehouse Agreement arising prior to the date of this Sixth
Amendment;
NOW, THEREFORE
, in consideration of the foregoing
and the mutual covenants and agreements set forth herein, the
parties hereto agree as follows:
Section 1.
AMENDMENTS TO WAREHOUSE
AGREEMENT
1.1
Amendment of Existing
Definitions .
A.
Section 1.1 of the Warehouse
Agreement is amended by amending and restating paragraph (m) of the
definition of “Eligible Direct Loan Receivable” in its
entirety as follows:
“(m) The Receivable
arises under a Contract the terms of which
