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Joinder And Amendment No. 1 To Forbearance Agreement

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Exhibit 10.55Execution Copy JOINDER AND AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT THIS JOINDER AND AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (this " Amendment" ) is entered into at Columbus, Ohio, as of March 31, 2008 (the " Amendment Effective Date" ), by and among the BORROWERS listed on Schedule 1 hereto (each, a " Borrowe r" and collectively, the " Borrowers" ), FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware corporation (" FCMC" or " Guarantor" ) and THE HUNTINGTON NATIONAL BANK (" Huntington" or " Lender" ). This Amendment amends and modifies a certain Forbearance Agreement and Amendment to Credit Agreements dated as of December 28, 2007 (as amended, supplemented, restated or otherwise modified from time to time prior to the date hereof, the " Forbearance Agreement" ), by and among the Borrowers (other than the Additional Subsidiaries), FCMC and Lender. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Forbearance Agreement. RECITALS: A. As of December 28, 2007, the Borrowers (other than the Additional Subsidiaries), FCMC and Lender executed the Forbearance Agreement amending and restating the terms of certain extensions of credit to the Borrowers and FCMC, as applicable; and B. As of December 28, 2007, the Borrowers (other than the Additional Subsidiaries) executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (A Note) in the original principal sum of $600,000,000 (the " Tranche A Note" ); and C. As of December 28, 2007, the Borrowers (other than the Additional Subsidiaries) executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (B-1 Note) in the original principal sum of $79,051,123.50 (the " Tranche B-1 Note" ); and D. As of December 28, 2007, the Borrowers (other than the Additional Subsidiaries) executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (B-2 Note) in the original principal sum of $79,051,123.50, the original outstanding principal balance of which was ultimately confirmed to be $61,110,686.61, pursuant to a certain letter agreement dated January 11, 2008 (the " Tranche B-2 Note" ); and E. As of December 28, 2007, the Borrowers (other than the Additional Subsidiaries) executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (B-3 Note) in the original principal sum of $79,051,123.50 (the " Tranche B-3 Note" ); and F. As of December 28, 2007, the Borrowers (other than the Additional Subsidiaries) executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (B-4 Note) in the original principal sum of $79,051,123.50 (the " Tranche B-4 Note" ); and


G. As of December 28, 2007, the Borrowers (other than the Additional Subsidiaries) executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (B-5 Note) in the original principal sum of $25,000,000 (the " Tranche B-5 Note" ); and H. As of December 28, 2007, the Borrowers (other than the Additional Subsidiaries) executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (C Note) in the original principal sum of $125,000,000 (the " Tranche C Note" ); and I. As of December 28, 2007, the Borrowers (other than the Additional Subsidiaries) executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (D Note) in the original principal sum of $5,000,000 (the " Tranche D Note" and together with the Tranche A Note, the Tranche B-1 Note, the Tranche B-2 Note, the Tranche B-3 Note, the Tranche B-4 Note, the Tranche B-5 Note, and the Tranche C Note, collectively, the " Notes" ); and J. Lender has required all Subsidiaries of FCMC to be parties to the Forbearance Agreement, the Notes and the other Loan Documents, and Rontex 1617 Corporation, Juniper Corp., Newport 50 Corporation, Fort 100 Corporation, Fort 100 B Corporation, Tribeca Funding Corporation, Six Harrison Corporation, Hudson Management Corporation, New Haven 58 Corporation, Norwich 42 Corporation, Island 52 Corporation, Flow 2007 E Corp. and Emgold 57 Corp. (the " Additional Subsidiaries" and individually, an " Additional Subsidiary" ) are each a Subsidiary of FCMC and are not parties signatory to the Forbearance Agreement, the Notes or other Loan Documents previously and desire to join as Borrowers to the Forbearance Agreement, the Notes and the other Loan Documents; and K. FCMC and the applicable Borrowers have failed to comply with certain provisions of Section 11, " Certain Post-Closing Deliverables ," of the Forbearance Agreement by failing to deliver certain financial statements, schedules, documents and other items as required by the Forbearance Agreement, and Section 12(d), " Interest Coverage Ratios ," of the Forbearance Agreement for the monthly period ending January 31, 2008, by failing to maintain a minimum ratio of Adjusted EBITDA to Interest Expense, as required by the Forbearance Agreement (collectively, the " Identified Forbearance Defaults" ), and each of the Acknowledged Defaults are continuing; and L. FCMC and the Borrowers have requested that Lender (i) join the Additional Subsidiaries as Borrowers and parties to the Forbearance Agreement and the other Loan Documents, (ii) extend an additional period of forbearance in respect of the Static Loans, (iii) extend additional credit to Borrowers pursuant to Tranche D, (iv) amend and modify certain terms and covenants in the Forbearance Agreement, (v) adjust the Interest Period, the Interest Rate, and the Payment Date with respect to interest on the Tranche C, and (vi) extend the time periods or modify the requirements for FCMC and the Borrowers to satisfy certain post-closing deliverables composing the Identified Forbearance Defaults, and Lender is willing to do so upon the terms and subject to the conditions contained herein. NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto for themselves and their successors and assigns do hereby agree, represent and warrant as follows:

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1. Joinder. Each Additional Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Additional Subsidiary will be a Borrower under the Forbearance Agreement, each Note and other Loan Document and shall have all of the obligations of a Borrower thereunder as if it had executed the Forbearance Agreement each Note and other Loan Document. Each Additional Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Forbearance Agreement, each Note and other Loan Document, including without limitation (a) all of the representations and warranties of the Borrowers set forth in Section 9 of the Forbearance Agreement, and (b) all of the covenants set forth in Section 12 of the Forbearance Agreement. 2. Extension of Forbearance for Static Loans . Absent the occurrence and continuance of a Forbearance Default, prior to July 31, 2008, Lender agrees not to initiate collection proceedings or exercise its remedies under the Loan Documents in respect of any Static Loan against Guarantor, any Borrower or any Collateral or elect to have interest accrue under the respective Loan Documents at the stated rate applicable after default. 3. Definitions Amended . The definitions of " Interest Period ," " Interest Rate ," " Payment Date ," " Tranche C Collections Amount ," " Tranche D" and " Tranche D Commitment" set forth in Section 2, " Certain Defined Terms ," of the Forbearance Agreement are hereby amended to recite as follows:" Interest Period" shall mean, with respect to any Advance, (i) initially, the period commencing on any funding date with respect to such Advance and ending on the calendar day prior to the Payment Date of the next succeeding month (except with respect to a Tranche C Advance, as to which the " Interest Period" shall commence on the Tranche C Accrual Date) (ii) thereafter, each period commencing on the Payment Date of one month and ending on the calendar day prior to the Payment Date of the next succeeding month; provided, that if any Interest Period would otherwise expire on a day which is not a business day, such Interest Period shall be extended to the next succeeding business day; provided, however , that if such next succeeding business day occurs in the following calendar month, then such Interest Period shall expire on the immediately preceding business day, and provided further that interest shall continue to accrue on all amounts due and payable hereunder that remain unpaid on the applicable Termination Date until such time as such amounts are paid in full." Interest Rate" shall mean, for each day in respect of (a) the Tranche A Advances, the Tranche B Advances or the Tranche D Advances, as applicable, a per annum rate equal to LIBOR for that day plus the relevant Applicable Margin, and (b) the Tranche C Advances, a rate of 20% per annum." Payment Date" shall mean either (a) the fifth (5th) day of each calendar month or, if such day is not a business day, the next succeeding business day, or (b) in the case of the final Payment Date for the Tranche A Advances, the Tranche B Advances, the Tranche C Advances or the Tranche D Advances, the Tranche A Termination Date, the Tranche B Termination Date, the

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Tranche C Termination Date or the Tranche D Termination Date, respectively; provided, however, payments of interest accrued on the Advances shall commence on February 5, 2008 (except with respect to the Tranche C Advances, which shall commence on the first Payment Date following the Tranche C Accrual Date). If the due date of any payment due in respect to any Advance shall be a day that is not a business day, such due date shall be extended to the next succeeding business day; provided, however, that if such next succeeding business day occurs in the following calendar month, then such due date shall be the immediately preceding business day." Tranche C Collections Amount" shall mean, with respect to any Payment Date and the portion of the Applicable Collections Amount for such Payment Date remaining after giving effect to the payments provided in clauses first through eleventh of Section 5(d), (i) 90% of such remaining Applicable Collections Amount for so long as FCMC is continuing to service the Mortgage Loans pledged as Collateral, and (ii) otherwise 100% of such remaining Applicable Collections Amount if FCMC is no longer servicing such Mortgage Loans until all Tranche C Advances are paid in full." Tranche D" shall mean (i) a revolving credit facility to Borrowers in the maximum principal sum outstanding at any time of $10,000,000, and, in addition, (ii) a Letter of Credit facility pursuant to which Lender in its discretion may issue Letters of Credit for the account of FCMC, Tribeca or any other Borrower; provided that Letter of Credit Exposure shall at no time exceed $5,500,000." Tranche D Commitment" shall mean as to Lender, subject to the terms and conditions of this Agreement, the commitment of Lender to (i) fund Tranche D Advances up to $10,000,000 outstanding at any time under the revolving credit portion of Tranche D and (ii) issue Letters of Credit; provided that Letter of Credit Exposure shall at no time exceed $5,500,000. 4. Definitions Added . The following defined terms are hereby added to Section 2, " Certain Defined Terms ," of the Forbearance Agreement in their correct alphabetical order and shall recite as follows:" Amendment No. 1" shall mean a certain Joinder and Amendment No. 1 to Forbearance Agreement dated as of March 31, 2008." Reserves" shall mean such reserves as Lender reasonably deems appropriate to establish in such amounts, and with respect to such matters, as Lender in its good faith discretion shall deem necessary or appropriate, including without limitation, reserves with respect to (i) sums that FCMC or any Borrower is required to pay pursuant to its contractual obligations (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases), (ii) Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law in and to an item of Collateral, and (iii) up to $5,000,000 at any time as a reserve for

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the payment of any Required Payment or interest under any Advance, or any fees or expenses owing or anticipated to be owing to Lender under the terms of any Loan Document." Tranche C Accrual Date" shall mean the first Business Day following payment in full satisfaction of all outstanding amounts under the Tranche A Note and shall be the date upon which interest shall begin to accrue on the Tranche C Note. 5. Amendments to Tranche D Provisions . New subsections (iv) and (v) are hereby added to Paragraph (d), " Tranche D Advances ," of Section 3, " Amended and Restated Advances ," of the Forbearance Agreement and shall recite as follows:(iv) The proceeds of each Tranche D Advance under the revolving portion of Tranche D shall be used (x) in an amount up to $1,000,000 shall be designated for use by Tribeca to assure that certain state licensing requirements of Tribeca are met (including without limitation, " wet funding" of qualified Mortgage Loans) (y) for the working capital and general corporate needs of each Borrower as Lender shall advance in its sole discretion and (z) to enable FCMC, Tribeca or a Borrower to purchase real property in which such Person has a Lien, whether by foreclosure, trustee' s sale, power of sale or other involuntary arrangement or pursuant to a deed-in-lieu of foreclosure or other voluntary conveyance arrangement (including without limitation paying indebtedness secured by a prior Lien on such real property) and to pay expenses of any such voluntary or involuntary arrangement with respect to such real property; provided, however that FCMC, Tribeca or such Borrower (A) has presented to Lender at least fifteen (15) days prior to any such proposed date for foreclosure sale or purchase an analysis satisfactory to Lender concerning any such proposed purchase and disbursements and a draw request for a Tranche D Advance, and (B) Lender has provided its prior written consent to such purchase of real estate and disbursements related thereto. Each Tranche D Advance relating to any Letter of Credit shall be used to solely assure that all state licensing requirements of the applicable Borrower are met.(v) Upon the request of Lender, within five (5) Business Days after the acquisition of any REO Property by FCMC or any Subsidiary, FCMC shall, and shall cause each such Subsidiary to execute and deliver to the Lender a mortgage, deed of trust, assignment or other appropriate instrument evidencing a Lien in favor of Lender upon any such REO Property, together with such title policies, certified surveys, environmental reports, local counsel opinions and such other property assurances, agreements, documents and instruments which Lender deems necessary or desirable, and to be subject only to (i) Liens in favor of Lender and (ii) such other Liens as Lender may reasonably approve, it being understood that the granting of such additional security for the Obligations is a material inducement to the execution and delivery of this Agreement by Lender.

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6. RESERVED . 7. Amendments to Section 5 . Section 5, " Payments of Interest and Principal on the Advances ," of the Forbearance Agreement is hereby amended to recite in its entirety as follows: 5. Payments of Interest and Principal on the Advances . (a) Interest on the Advances; PIK Interest . (i) The Borrowers shall pay to Lender interest on the aggregate outstanding principal amount of the Advances of each Tranche for the period from and including the respective dates of such Advances (except in the case of the Tranche C Advance as to which it shall pay interest from the Tranche C Accrual Date) to but excluding the respective dates such Advances are paid in full, in each case at a rate per annum equal to the applicable Interest Rate. Notwithstanding the foregoing, the Borrowers shall pay to Lender interest at the applicable Post-Default Rate (i) on the outstanding principal amount of any Advances during any period when any Forbearance Default has occurred and is continuing and (ii) on any interest or amount (other than principal of any Advance) payable by the Borrowers hereunder or under any applicable Note that shall not be paid in full when due, for the period from and including the due date thereof to but excluding the date the same is paid in full. Accrued and unpaid interest on each Advance shall be payable monthly on each Payment Date and on the Tranche A Termination Date, Tranche B Termination Date, Tranche C Termination Date, or Tranche D Termination Date, as applicable, except that interest payable at the applicable Post-Default Rate shall accrue daily and shall be payable promptly upon demand. (ii) Anything contained in Section 5 (a)(i) to the contrary notwithstanding, Guarantor, on behal
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