SECOND AMENDMENT TO AMENDED AND RESTATED
MORTGAGE LOAN WAREHOUSING AGREEMENT
This Second Amendment to Amended and Restated Mortgage Loan Warehousing
Agreement (the "Amendment') is dated as of this 1st day of September, 1996, by
and among, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national
banking association (BOA), and the other banks signatory hereto from time to
time (each a "Lender" and, collectively, the "Lenders), BOA as agent for the
Lenders (in such capacity, the "Agent) and FIRST MORTGAGE CORPORATION, a
California corporation (the "Company").
RECITALS
A. Pursuant to that certain Amended and Restated Mortgage Loan
Warehousing Agreement dated as of September 1, 1995 by and among BOA, the Agent
and the Company (as amended from time to time, the "Agreement"), BOA agreed to
extend credit to the Company on the terms and subject to the conditions set
forth therein. All capitalized terms not otherwise defined herein shall have
the meanings given to such terms in the Agreement.
B. The Company and the Lenders desire to amend the Agreement in certain
respects, all as set forth more particularly herein.
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. . Change in Definition of Maturity Date. To reflect the agreement of
the parties to extend the Maturity Date, the definition of " Maturity
Date" in Section 11 of the
Agreement is amended by replacing "September 1, 1996" with "September 1,
1997".
2. Reaffirmation of-Security Agreement. Other than as amended pursuant
to Paragraph 1 above, the Company hereby affirms and agrees that (a) the
execution and delivery by the Company of and the performance of b obligations
under this Amendment shall not in any way amend, impair, invalidate or otherwise
affect any of the obligations of the Company or the rights of the Secured
Parties under the Security Agreement or any other document or instrument made or
given by the Company in connection therewith, (b) the term "Obligations" as used
in the Security Agreement includes, without limitation, the Obligations of the
Company under the Agreement as amended hereby, and (c) the Security Agreement
remains in full force and effect in that
such agreement constitutes a continuing first priority security interest in and
lien upon the Collateral.
3. Effective Date. This Amendment shall be effective as of the date (the
"Effective Date ) that:
(a) ALL parties signatory hereto have executed and delivered this
Amendment to BOA; and
(b) BOA has received such board resolutions, incumbency certificates
and other additional documentation as ft may request in connection herewith.
4. No Other Amendment. Except as expressly amended herein, the Agreement
and the other Loan Documents shall remain in full force and effect as currently
written.
5. Counterparts. This 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 Agent and the Lenders as follows:
(a) The Company has the corporate power and authority and the legal
right to execute, deliver and perform this Amendment and all documents,
instruments and agreements executed and delivered by the Company in connection
therewith (collectively, the "Amendment Documents) and has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Amendment Documents. The Amendment Documents have been duty executed and
delivered on behalf of the Company and constitute legal, valid and binding
obligations 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 Amendment and both prior to and after giving effect to
the Amendment Documents: (1) complete in all respects, and (2) there has not
occurred an Event of Default or Potential Default under the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first above written.
FIRST MORTGAGE CORPORATION,
a California corporation
By:
Name:
Title
Percentage Shares: 100% BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national
banking association, as Agent and as Lender
By:
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President