FIFTH AMENDMENT TO MASTER WHOLE-LOAN PURCHASE AGREEMENT
THIS DOCUMENT is entered into as of September 29, 1997, between
FIRST PREFERENCE MORTGAGE CORP., a Texas corporation ("Seller"), and
BANK ONE, TEXAS, N.A., a national banking association ("Buyer").
Seller and Buyer are party to the Master Whole-Loan Purchase
Agreement (as it may have been renewed, extended, and amended through
the date of this document, the "Purchase Agreement") dated as of March
27, 1996. Seller and Buyer have agreed, upon the following terms and
conditions, to extend the Stated-Termination Date. Accordingly, for
adequate and sufficient consideration, Seller and Buyer agree as
follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this
document (a) terms defined in the Purchase Agreement have the same
meanings when used in this document and (b) references to "Sections,"
"Schedules," and "Exhibits" are to the Purchase Agreement's sections,
schedules, and exhibits.
2. AMENDMENT. Schedule 8.1 to the Purchase Agreement is
amended in its entirety and replaced with the attached Amended
Schedule 8.1.
3. CONDITIONS PRECEDENT. Notwithstanding any contrary
provision, the foregoing paragraphs in this document are not effective
unless and until (a) the representations and warranties in this
document are true and correct and (b) Buyer receives counterparts of
this document executed by each party named on the signature page or
pages of this document.
4. RATIFICATIONS. To induce Buyer to enter into this
document, Seller (a) ratifies and confirms all provisions of the
Purchase Documents as amended by this document, (b) ratifies and
confirms that all guaranties, assurances, and Liens granted, conveyed,
or assigned to Buyer under the Purchase Documents (as they may have
been renewed, extended, and amended) are not released, reduced, or
otherwise adversely affected by this document and continue to
guarantee, assure, and secure full payment and performance of the
present and future Obligation, and (c) agrees to perform those acts
and duly authorize, execute, acknowledge, deliver, file, and record
those additional documents, and certificates as Buyer may request in
order to create, perfect, preserve, and protect those guaranties,
assurances, and Liens.
5. REPRESENTATIONS. To induce Buyer to enter into this
document, Seller represents and warrants to Buyer that as of the date
of this document (a) Seller has all requisite authority and power to
execute, deliver, perform its obligations under this document, which
execution, delivery, and performance have been duly authorized by all
necessary corporate action, require no action by or filing with any
Tribunal, do not violate any of its articles of incorporation,
certificate of incorporation, or bylaws or (except where not a
Material-Adverse Event) violate any Law applicable to it or any
material agreement to which it or its assets are bound, (b) upon
execution and delivery by all parties to it, this document will
constitute Seller's legal and binding obligation, enforceable against
it in accordance with this document's terms except as that
enforceability may be limited by Debtor Laws and general principles of
equity, (c) all other representations and warranties in the Purchase
Documents are true and correct in all material respects except to the
extent that (i) any of them speak to a different specific date or (ii)
the facts on which any of them were based have been changed by
transactions contemplated or permitted by the Purchase Agreement, and
(d) no Material-Adverse Event, Default or Potential Default exists.
6. EXPENSES. Seller shall pay all costs, fees, and
expenses paid or incurred by Buyer incident to this document,
including, without limitation, the reasonable fees and expenses of
Buyer's counsel in connection with the negotiation, preparation,
delivery, and execution of this document and any related documents.
7. MISCELLANEOUS. All references in the Purchase
Documents to the "Master Whole-Loan Purchase Agreement" refer to the
Purchase Agreement as amended by this document. This document is a
"Purchase Document" referred to in the Purchase Agreement; therefore,
the provisions relating to Purchase Documents in Sections 1 and 11 are
incorporated in this document by reference. Except as specifically
amended and modified in this document, the Purchase Agreement is
unchanged and continues in full force and effect. This document may
be executed in any number of counterparts with the same effect as if
all signatories had signed the same document. All counterparts must
be construed together to constitute one and the same instrument. This
document binds and inures to each of the undersigned and their
respective successors and permitted assigns, subject to Section 11.12.
This document and the other purchase Documents represent the final
agreement between the parties and may not be contradicted by evidence
of prior, contemporaneous, or subsequent oral agreements by the
parties. There are no unwritten oral agreements between the parties.
EXECUTED as of the date first stated above.
FIRST PREFERENCE MORTGAGE CORP., BANK ONE, TEXAS, N.A.,
as Seller as Buyer
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
President Vice President
AMENDED SCHEDULE 8.1
PERMITTED DEBT
1. Obligations to pay Taxes.
2. Liabilities for accounts payable, non-capitalized equipment or
operating leases, and similar liabilities if in each case incurred
in the ordinary course of business.
3. Accrued expenses, deferred credits, and loss contingencies that
are properly classified as liabilities under GAAP.
4. The Obligation.
5. A term note payable to United Western General Agency, Inc. with
a maturity date of November 15, 1996, and a principal balance of
$185,000 as of March 29, 1996.
6. A term note payable to Vidor Ltd. with a maturity date of November
15, 1996, and a principal balance of $125,000 as of March 29, 1996.
7. A warehouse line of credit with Pacific Southwest Bank with a total
committed amount of $10,000,000 (this item shall constitute
Permitted Debt for no longer than 90 days following the Closing
Date.)
8. A note payable to Fleet Mortgage Corp. with a maturity date of
July 20, 1996, and a principal balance of $400,000 as of March
29, 1996.
9. A building loan in an amount of $600,000.
10. A term note in the amount of $600,000, payable to _____________,
with a maturity date of ______________.