EXHIBIT 10-3
FOURTH AMENDMENT TO AMENDED AND RESTATED
MORTGAGE LOAN WAREHOUSING AGREEMENT
This Fourth Amendment to Amended and Restated Mortgage Loan Warehousing
Agreement (the "Amendment") is dated as of this 7th day of April, 1997, 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 Gestation Advance Sublimit. TO reflect the
agreement of the parties to increase the limit of the Gestation Advance
Sublimit, the definition of "Gestation Advance Sublimit" in Section 4 of the
Third Amendment is amended by replacing "$7,500,000.00" with "$10,000,000.00."
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 its 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 it 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 duly 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 and 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: Clement Ziroli
Title: President
Percentage Shares: 100%
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
A national banking association as Agent and Lender
By:
Name: Thomas A. Pizurie
Title: Vice President
March 11, 1997
Pac Dong, Controller
First Mortgage Corporation
3230 Fallowfield Road
Diamond Bar, CA 91765
Re: Waiver of Breach of Covenant
Dear Mr. Dong:
By this letter the undersigned, as the Agent under (and as the term "Agent" and
capitalized terms not otherwise defined herein are defined in) that certain
Amended and Restated Mortgage Loan Warehousing Agreement dated as of the 1st day
of September 1996, by and among Bank of America National Trust and Savings
Association, First Mortgage Corporation, and certain Lenders, and on behalf of
the Lenders participating therein (as amended to date, the "Credit Agreement"),
hereby waives any Event of Default or Potential Default existing under the
Credit Agreement resulting from the failure of the Company to be in compliance
with the requirement of Paragraph 7 (g) of the Credit Agreement (the "Subject
Default") for the fiscal year ending March 31, 1997.
The Waiver of the undersigned set forth above is a one-time waiver only and is
only made with respect to the Subject Default for the fiscal year ending March
31, 1997. Such waiver is not to be construed as a waiver of any other provision
of the Credit Agreement and shall not constitute an agreement of the undersigned
to waive any term, condition or requirement of the Credit Agreement in the
future.
Very truly yours
Thomas A. Pizurie
Vice President
TAP;ps