NVR INC
EXHIBIT 10.36
<DOCUMENT>
<TYPE>EX-10.36
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 10.36
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.36

                              SECOND AMENDMENT TO
                              LOAN AGREEMENT AND
                              SECOND AMENDMENT TO
                         PLEDGE AND SECURITY AGREEMENT

     THIS SECOND AMENDMENT TO LOAN AGREEMENT AND SECOND AMENDMENT TO PLEDGE AND
SECURITY AGREEMENT (the "Amendment") dated as of September 1, 2000 between NVR
MORTGAGE FINANCE, INC., a Virginia corporation ("Borrower"), the Lenders party
                                                 --------
to the Loan Agreement referred to below ("Lenders"), and U.S. BANK NATIONAL
ASSOCIATION, as agent ("Agent") for the Lenders.

     WITNESSETH THAT:

     WHEREAS, the Borrower, the Lenders and the Agent are parties to a Loan
Agreement dated as of September 7, 1999, as amended by a Consent, Waiver and
First Amendment to Loan Agreement dated as of November 19, 1999 (as so amended,
the "Loan Agreement"), pursuant to which the Lenders provide the Borrower with a
revolving mortgage warehousing credit facility;

     WHEREAS, the Borrower and the Lenders have agreed to amend the Loan
Agreement upon the terms and conditions herein set forth;

     NOW, THEREFORE, for value received, the receipt and sufficiency of which
are hereby acknowledged, the Borrower and the Lenders agree as follows:

     1.  Certain Defined Terms. Each capitalized term used herein without being
         ---------------------
defined herein that is defined in the Loan Agreement shall have the meaning
given to it therein.

     2.  Amendments to Loan Agreement. The Loan Agreement is hereby amended as
         ----------------------------
follows:

         (a)   The definition of "Eligible Mortgage Loan" in Section 1.1 of the
                                  ----------------------
     Loan Agreement is hereby amended to (i) add "or REO" before the colon at
     the end of the second line thereof, (ii) amend clauses (h) and (k) thereof
     in their entirety to read as follows:

               (h)  which, except in the case of an Investment Mortgage Loan or
          REO, has not previously been sold to an Investor and repurchased by
          Borrower;

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               (k)  except in the case of an Investment Mortgage Loan or REO,
          with respect to which no more than 180 days have elapsed since the
          original funding of such Mortgage Loan to the Mortgagor;

     (iii) add "or REO" after "Investment Loan" each place it appears therein,
     (iv) delete the word "and" at the end of clause (o) thereof, (v) delete the
     period at the end of clause (p) thereof and substitute "; and" therefor,
     and (vi) add the following clause (q) after clause (p) thereof:

               (q)  in connection with which, in the case of an Investment
          Mortgage Loan that has been converted to REO, the requirements of
          Section 4.08 of the Pledge and Security Agreement have been satisfied.

          (b)  The definition of "Scheduled Termination Date" in Section 1.1 of
                                  --------------------------
     the Loan Agreement is hereby amended in its entirety to read as follows:

               "Scheduled Termination Date" means August 31, 2001.
                --------------------------

          (c)  The definition of Swing Advance Limit" in Section 1.1 of the Loan
                                 -------------------
     Agreement is hereby amended in its entirety to read as follows:

               "Swing Advance Limit" means $45,000,000.
                -------------------

          (d)  Section 2.1(g) of the Loan Agreement is hereby amended in its
     entirety read as follows:

               (g)  Increases. Borrower may from time to time request any Lender
                    ---------
          to increase its Commitment, provided that the total Commitment may be
          increased to no more than $125,000,000. That increase must be effected
          by an amendment executed by Borrower, Agent, and the increasing
          Lender. Borrower shall execute and deliver to each such Lender a
          Committed Warehouse Note in the stated amount of its new Commitment.
          No Lender is obligated to increase its Commitment under any
          circumstances, and no Lender's Commitment may be increased except by
          its execution of an amendment as stated above. Each new Lender
          providing such additional Commitment increase shall be a "Lender"
          hereunder, entitled to the rights and benefits, and subject to the
          duties, of a Lender under the Loan Documents. All amounts advanced
          hereunder pursuant to any such additional Commitment shall be secured
          by the Collateral on a pari passu basis with all other amounts
          advanced hereunder. In the event the total Commitment is increased,
          Borrower shall notify each Lender in writing of such increase. In the
          case of a Commitment increase, each Lender's Commitment Percentage
          shall be recalculated to reflect the new proportionate share of the
          revised total Commitments and the Lender holding an additional
          Commitment shall, immediately upon receiving notice from Agent, pay to
          the Agent an amount equal to its pro rata share of the Borrowings
          outstanding as of such date. All such

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          payments shall reduce ratably the outstanding principal balance of the
          Committed Warehouse Notes, shall be distributed by the Agent to the
          Lenders for application accordingly, and shall represent Borrowings to
          Borrower under the new or increasing Lender's Committed Warehouse
          Note. The new or increasing Lender shall be entitled to share ratably
          in interest accruing on the balances purchased, at the rates provided
          herein for such balances, from and after the date of such payment. All
          new Borrowings occurring after an increase of the total Commitments
          shall be funded in accordance with each Lender's revised Commitment
          Percentage.

          (e)  Section 2.4 of the Loan Agreement is hereby amended to add the
     following subsection (e) at the end thereof:

               (e)  Construction/Lot Fee. Borrower shall pay to the Agent, for
                    --------------------
          the ratable benefit of Lenders, a fee equal to 0.5% per annum of the
          average outstanding balance of the Construction/Lot Tranches. Such
          fee, accrued through the end of each calendar month, shall be paid on
          the fifth day of the following month. The accrued amount of such fee
          shall also be payable on the Termination Date. Such fee shall be
          computed on the basis of the actual number of days elapsed and a year
          of 360 days.

          (f)  Sections 2.11(b) and (c) of the Loan Agreement are hereby amended
     in their entirety to read as follows:

               (b)  Balance Funded Rate Segment. A Balance Funded Rate Segment
                    ---------------------------
          consisting of any portion of a Construction/Lot Loan Tranche shall
          bear interest at the rate of 1.25% per annum. A Balance Funded Rate
          Segment consisting of any portion of a Gestation Loan Tranche shall
          bear interest at the rate of 0.65% per annum. A Balance Funded Rate
          Segment consisting of any portion of a Regular Tranche shall bear
          interest at the rate of 1.25% per annum.

               (c)  LIBOR Segments. A LIBOR Segment consisting of any portion of
                    --------------
          a Construction/Lot Loan Tranche shall bear interest at a rate per
          annum equal to the sum of LIBOR plus 1.25% per annum. A LIBOR Segment
          consisting of any portion of a Gestation Loan Tranche shall bear
          interest at a rate per annum equal to the sum of LIBOR plus 0.65% per
          annum. A LIBOR Segment consisting of any portion of a Regular Tranche
          shall bear interest at a rate per annum equal to the sum of LIBOR plus
          1.25% per annum.

          (g)  Section 6.1(b), 6.1(d) and 6.1(e) of the Loan Agreement are
     hereby amended in their entirety to read as follows:

               (b)  Promptly after becoming available, and in any event within
          45 days after the end of each March, June, September and December, and
          30 days

                                      -3-
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          after the end of each other month, a consolidated balance sheet of
          Borrower and its Subsidiaries, if any, as of the end of such month and
          the related consolidated statements of income, stockholders' equity
          and cash flows of Borrower and its Subsidiaries, if any, for such
          month and the period from the beginning of the current fiscal year of
          Borrower through the end of such month, (i) certified by the president
          of the Borrower or the chief financial officer of Parent to have been
          prepared in accordance with GAAP applied on a basis consistent with
          prior periods, subject to normal year-end adjustments, and (ii)
          accompanied by a completed Officer's Certificate in the form of
          Exhibit I hereto, executed by the president of the Borrower or the
          chief financial officer of Parent;

               (d)   [INTENTIONALLY OMITTED];

               (e)   Promptly and in any event within 30 days after the end of
          each month, management report regarding Borrower's commitment
          position, pipeline position and production;

          (h)  Section 6.22 of the Loan Agreement is hereby amended in its
     entirety to read as follows:

               6.22  Senior Management. If William Inman or Paul Saville shall
                     -----------------
          cease to hold his current senior management position, unless the same
          results from unsolicited resignation, death, disability, unsolicited
          retirement or termination for cause, the Borrower shall promptly
          thereafter undertake a search for a replacement officer with
          comparable ability, as determined in good faith by the Borrower's
          Board of Directors, and shall complete such search within a reasonable
          period of time, and during such period of time the Borrower shall
          continue to conduct its business in accordance with customary industry
          standards.

          (i)  Section 7.9 and 7.10 of the Loan Agreement are hereby amended in
     their entirety to read as follows:

               7.9   Adjusted Tangible Net Worth. Adjusted Tangible Net Worth at
                     ---------------------------
          any date shall not be less than $8,000,000.

               7.10  Liabilities to Adjusted Tangible Net Worth Ratios. The
                     -------------------------------------------------
          ratio of (a) the Total Liabilities, excluding the Borrower's (i) net
          deferred taxes, (ii) Advances to the extent of the aggregate
          Collateral Value of all Eligible Gestation Mortgage Loans, and (iii)
          obligations in respect of Repurchase Agreements, to (b) Adjusted
          Tangible Net Worth, shall not at any time exceed 12.5 to 1.0.

                                      -4-
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          (j)  Section 8.1(m) of the Loan Agreement is hereby amended in its
     entirety to read as follows:

               (m)   [INTENTIONALLY OMITTED];

          (k)  Schedule 1.1(a) to the Loan Agreement is hereby amended in its
     entirety to read as set forth on Schedule 1.1(a) hereto.

          (l)  Schedule 1.1(b) to the Loan Agreement is hereby amended to add
     the Pennsylvania Housing Finance Agency as an Investor.

          (m)  Schedule 5.22 to the Loan Agreement is hereby amended to add the
     following:

               14.   Payment of intercompany advances made by the Parent to the
          Company from time to time under the Subordinated Demand Revolving Note
          of the Company dated September 7, 1999.

     3.   Amendment to Pledge and Security Agreement. The Pledge and Security
          ------------------------------------------
Agreement is hereby amended as follows:

          (a)  A new Section 4.08, which reads as follows, is added to the
     Pledge and Security Agreement after Section 4.07:

               4.08  REO. If an Investment Mortgage Loan is foreclosed, the
                     ---
          resulting REO will remain an Eligible Mortgage Loan if the following
          documents are delivered to the Agent:

                     (a) if the purchaser at foreclosure is the Borrower and a
               redemption period is applicable to the sale:

                         (i)    a certified copy of the certificate of sale;

                         (ii)   an assignment of the certificate of sale from
                    the Borrower, in blank; and

                         (iii)  a copy of a recent appraisal (i.e., not more
                    than 60 days old) of the REO.

                     (b) if the purchaser at foreclosure is the Borrower and
               either no redemption period is applicable to the sale or such
               redemption period has expired:

                         (i)    a certified copy of the deed conveying the REO
                    to the Borrower;

                                      -5-
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                         (ii)   a deed conveying the REO, executed in blank by
                    the Borrower;

                         (iii)  an original owner's title insurance policy
                    showing the Borrower as owner, subject only to such
                    exceptions as may be acceptable to the Agent;

                         (iv)   a copy of a recent appraisal (i.e., not more
                    than 60 days old) of the REO; and

                         (v)    if requested by the Agent, a Mortgage on the REO
                    in favor of the Agent, executed by the Borrower.

     4.  Exiting Lenders. On the Effective Date, the aggregate unpaid principal
         ---------------
amount of the Loans made by The Bank of New York and Chase Bank of Texas, N.A.
(the "Exiting Lenders") under the Loan Agreement and related Note, together with
all interest, fees and other amounts, if any, payable to each Exiting Lender
thereunder as of the Effective Date (the "Payoff Amount"), shall be repaid in
full from the proceeds of Loans made by the remaining Lenders, and the
Commitments of the Exiting Lenders under the Loan Agreement shall terminate. The
Agent shall distribute to the Exiting Lenders by not later than 3:00 P.M.
(Minneapolis time) on the Effective Date out of the proceeds of the Loans made
for such purpose the amount required to pay each Exiting Lender's Payoff Amount
in full, whereupon such Exiting Lender shall no longer be a party to the Loan
Agreement other than in respect of rights relating to indemnities and similar
rights (including, without limitation, pursuant to Sections 2.10(a), 2.10(b) and
10.1 of the Loan Agreement) for events occurring or matters relating to the
period prior to the Effective Date.

     5.  New Lender. On the Effective Date, Comerica Bank ("Comerica") shall be
         ----------
a Lender under the Loan Agreement and shall have all of the rights, privileges
and benefits of a Lender under the Loan Agreement and the Loan Documents, and
shall have all of the duties of a Lender thereunder, as if Comerica had
initially been a party to the Loan Agreement as a Lender. Comerica shall make
Advances on the Effective Date, as requested by the Agent, so that its
outstanding Advances of each Tranche and Segment are equal to its Commitment
Percentage of such Advances outstanding on the Effective Date.

     6.  Conditions to Effectiveness of this Amendment. This Amendment shall
         ---------------------------------------------
become effective on September 1, 2000 (the "Effective Date"), provided the Agent
shall have received at least eight (8) counterparts of this Amendment, duly
executed by the Borrower and all of the Lenders (including the Existing Lenders
and Comerica), and the following conditions are satisfied:

         (a)   Before and after giving effect to this Amendment, the
     representations and warranties of the Borrower in Section 5 of the Loan
     Agreement and Section 5 of the

                                      -6-
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     Pledge and Security Agreement shall be true and correct as though made on
     the date hereof, except to the extent such representations and warranties
     by their terms are made as of a specific date and except for changes that
     are permitted by the terms of the Loan Agreement.

          (b)  Before and after giving effect to this Amendment, no Event of
     Default and no Default shall have occurred and be continuing.

          (c)  Except as disclosed in the Parent's quarterly report on form 10-Q
     filed with the Securities and Exchange Commission for the fiscal quarter
     ended March 31, 2000, no material adverse change in the business, assets,
     financial condition or prospects of the Borrower shall have occurred since
     December 31, 1999.

          (d)  The Agent shall have received the following, each duly executed
     or certified, as the case may be, and dated as of the date of delivery
     thereof::

               (i)    a new Committed Warehousing Promissory Note payable to
          each Lender holding a Commitment from and after the Effective Date, in
          the amount of such Lender's respective Commitment Amount after giving
          effect to this Amendment (each, a "New Note"), duly executed by the
          Company;

               (ii)   copy of resolutions of the Board of Directors of the
          Borrower, certified by its respective Secretary or Assistant
          Secretary, authorizing or ratifying the execution, delivery and
          performance of this Amendment;

               (iii)  a certified copy of any amendment or restatement of the
          Articles of Incorporation or the By-laws of the Borrower made or
          entered following the date of the most recent certified copies thereof
          furnished to the Lenders;

               (iv)   certified copies of all documents evidencing any necessary
          corporate action, consent or governmental or regulatory approval (if
          any) with respect to this Amendment;

               (v)    a certificate of good standing for the Borrower in the
          jurisdiction of its incorporation, certified by the appropriate
          governmental official as of a date not more than 10 days prior to the
          Effective Date; and

               (vi)   such other documents, instruments and approvals as the
          Agent may reasonably request.

     7.   Acknowledgments. The Borrower and each Lender acknowledges that, as
          ---------------
amended hereby, the Loan Agreement and the Pledge and Security Agreement each
remains in full force and effect with respect to the Borrower and the Lenders,
and that each reference to the Loan Agreement, the Pledge and Security Agreement
or the Notes in the Loan Documents shall

                                      -7-
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refer to the Loan Agreement or the Pledge and Security Agreement, as amended
hereby, or the New Notes. The Borrower confirms and acknowledges that it will
continue to comply with the covenants set out in the Loan Agreement and the
other Loan Documents, as amended hereby, and that its representations and
warranties set out in the Loan Agreement and the other Loan Documents, as
amended hereby, are true and correct as of the date of this Amendment, except to
the extent such representations and warranties by their terms are made as of a
specific date and except for changes that are permitted by the terms of the Loan
Agreement. The Borrower represents and warrants that (i) the execution, delivery
and performance of this Amendment is within its corporate powers and has been
duly authorized by all necessary corporate action; (ii) this Amendment has been
duly executed and delivered by the Borrower and constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms (subject to limitations as to enforceability which
might result from bankruptcy, insolvency, or other similar laws affecting
creditors' rights generally and general principles of equity) and (iii) no
Events of Default or Default exist.

     8.   General.
          -------

          (a)  The Borrower agrees to reimburse the Agent upon demand for all
     reasonable expenses (including reasonable attorneys fees and legal
     expenses) incurred by the Agent in the preparation, negotiation and
     execution of this Amendment and any other document required to be furnished
     herewith, and to pay and save the Lenders harmless from all liability for
     any stamp or other taxes which may be payable with respect to the execution
     or delivery of this Amendment, which obligations of the Borrower shall
     survive any termination of the Loan Agreement.

          (b)  This Amendment may be executed in as many counterparts as may be
     deemed necessary or convenient, and by the different parties hereto on
     separate counterparts, each of which, when so executed, shall be deemed an
     original but all such counterparts shall constitute but one and the same
     instrument.

          (c)  Any provision of this Amendment which is prohibited or
     unenforceable in any jurisdiction shall, as to such jurisdiction, be
     ineffective to the extent of such prohibition or unenforceability without
     invalidating the remaining portions hereof or affecting the validity or
     enforceability of such provisions in any other jurisdiction.

          (d)  This Amendment shall be governed by, and construed in accordance
     with, the internal law, and not the law of conflicts, of the State of
     Minnesota, but giving effect to federal laws applicable to national banks.

          (e)  This Amendment shall be binding upon the Borrower, the Lenders,
     the Agent and their respective successors and assigns, and shall inure to
     the benefit of the Borrower, the Lenders, the Agent and the successors and
     assigns of the Lenders and the Agent.

                                      -8-
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                    [This page is intentionally left blank]

                                      -9-
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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the day and year first above written.

                                    NVR MORTGAGE FINANCE, INC.

                                    By:  _________________________
                                    Its: _________________________

                                    U.S. BANK NATIONAL ASSOCIATION,
                                    as Agent and Lender

                                    By:  _________________________
                                    Its: _________________________

                                    FLEET NATIONAL BANK

                                    By:  _________________________
                                    Its: _________________________

                                    GUARANTY FEDERAL BANK, F.S.B.

                                    By:  _________________________
                                    Its: _________________________

                                    NATIONAL CITY BANK OF
                                     KENTUCKY

                                    By:  _________________________
                                    Its: _________________________

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<PAGE>

                                    COMERICA BANK


                                    By:  _________________________
                                    Its: _________________________

                                    THE BANK OF NEW YORK,
                                    as Exiting Lender

                                    By:  _________________________
                                    Its: _________________________

                                    CHASE BANK OF TEXAS,
                                     NATIONAL ASSOCIATION,
                                    as Exiting Lender

                                    By:  _________________________
                                    Its: _________________________

                                       2

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                                SCHEDULE 1.1(a)
                                ---------------

================================================================================
                                                                     Commitment
Lender                                                                 Amount
--------------------------------------------------------------------------------
   U.S. Bank National Association                                   $ 45,000,000
Mortgage Banking Services
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Attention: Kathleen Connor
Telephone: 612-973-0306
Telecopy: 612-973-0826
--------------------------------------------------------------------------------
Guaranty Federal Bank,F.S.B.                                        $ 20,000,000
8333 Douglas, 11/th/ Floor
Dallas, TX 75225
Attention: Mike Barber
Telephone: 214-360-2872
Telecopy: 214-360-1660
--------------------------------------------------------------------------------
Fleet Bank, N.A.                                                    $ 10,000,000
115 Perimeter Place
Suite 500
Atlanta, GA 30346
Attention: Steven S. Selbo
Telephone: 770-390-6522
Telecopy: 770-390-9811
--------------------------------------------------------------------------------
   Comerica Bank                                                    $ 15,000,000
Comerica Tower at Detroit Center
500 Woodward Avenue
Detroit, MI 48226
Attention: Heather D. Hogle
Telephone: 313-222-5740
Telecopy: 313-222-9295
--------------------------------------------------------------------------------
   National City Bank of Kentucky                                   $ 10,000,000
421 W. Market Street
Louisville, KY 40202
Attention: Mary Jo Reiss
Telephone: 502-581-4197
Telecopy: 502-581-4154
--------------------------------------------------------------------------------
  TOTAL                                                             $100,000,000
================================================================================

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