Exhibit 10-6
FIRST AMENDMENT
TO
MORTGAGE LOAN WAREHOUSING AGREEMENT
THIS FIRST AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT
(the "First Amendment") is made and dated as of the 30th day of
August, 1999 by and among FIRST MORTGAGE CORPORATION, a
California corporation (the "Company"), the Lenders, SANWA BANK
CALIFORNIA, as collateral agent for the Lenders (in such
capacity, the "Collateral Agent"), and BANK OF AMERICA, N.A.
(formerly NationsBank, N.A.), as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").
RECITALS
A. Pursuant to that certain Mortgage Loan Warehousing
Agreement dated as of July 22, 1999 among the Company, the
Lenders and the Administrative Agent (as amended, extended and
replaced from time to time, the "Credit Agreement," and with
capitalized terms used herein and not otherwise defined used with
the meanings given such terms in the Credit Agreement), the
Lenders agreed to extend credit to the Company on the terms and
subject to the conditions set forth therein.
B. The parties hereto have agreed to amend the Credit
Agreement in certain respects, as set forth more particularly
below.
NOW, THEREFORE, in consideration of the foregoing Recitals
and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
AGREEMENT
1. Amendments.
(a) Maturity Date. To reflect the agreement of the
parties hereto to extend the Maturity Date, effective as of the
First Amendment Effective Date (as defined in Paragraph 3 below),
the definition of the term "Maturity Date" set forth in the
Glossary is hereby amended by deleting the date "September 1,
1999" set forth therein and inserting in place thereof the date
"August 31, 2000."
(b) Settlement Account. To reflect the agreement of the
parties hereto to change the Settlement Account, effective as of
the First Amendment Effective Date, the definition of the term
"Settlement Account" set forth in the Glossary is hereby amended
to read in its entirety as follows:
"'Settlement Account'-shall mean 'no-access' Account
No. 3751396510 maintained in the Company's name alone with the
Administrative Agent."
The Collateral Agent shall prepare the transmittal letters and
other forms required pursuant to the Security Agreement in
accordance with this amendment.
2. Reaffirmation of Loan Documents. The Company hereby
affirms and agrees that (a) the execution and delivery by the
Company of and the performance of its obligations under this
First Amendment shall not in any way amend, impair, invalidate or
otherwise affect any of the obligations of the Company or the
rights of the Lenders under the Credit Agreement and the other
Loan Documents or any other document or instrument made or given
by the Company in connection therewith, (b) the term
"Obligations" as used in the Loan Documents include, without
limitation, the Obligations of the Company under the Credit
Agreement as amended hereby, and (c) except as expressly amended
hereby, the Loan Documents remain in full force and effect as
written.
3. First Amendment Effective Date. This First Amendment
shall be effective as of the date (the "First Amendment Effective
Date") that there shall have been delivered to the Administrative
Agent, duly executed by the parties hereto, this First Amendment.
4. No Other Amendment. Except as expressly amended herein,
the Credit Agreement and other Loan Documents shall remain in
full force and effect as currently written.
5. Counterparts. This First Amendment may be executed in any
number of counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
6. Representations and Warranties. The Company hereby
represents and warrants to the Lenders, the Administrative Agent
and the Collateral Agent as follows:
(a) The Company has the corporate power and authority and
the legal right to execute, deliver and perform this First
Amendment and has taken all necessary corporate action to
authorize the execution, delivery and performance of this First
Amendment. This First Amendment has been duly executed and
delivered on behalf of the Company and constitutes the legal,
valid and binding obligation of the Company, enforceable against
the Company in accordance with their respective terms.
(b) At and as of the date of execution hereof and at and
as of the effective date of this First Amendment and both prior
to and after giving effect to this First Amendment: (1) the
representations and warranties of the Company contained in the
Credit Agreement and the other Loan Documents are accurate and
complete in all respects, and (2) there has not occurred an Event
of Default or Potential Default under the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be executed as of the day and year first above
written.
FIRST MORTGAGE CORPORATION
BY:
NAME
TITLE
BANK OF AMERICA, N.A., as the Administrative Agent and a Lender
By
Name
Title
SANWA BANK CALIFORNIA, as the Collateral Agent and a Lender
By
Name
Title