Exhibit 10.3
EIGHTH AMENDMENT TO AMENDED AND RESTATED MORTGAGE LOAN WAREHOUSING AGREEMENT
This Eighth Amendment to Amended and Restated Mortgage Loan Warehousing
Agreement (the "Amendment") is dated as of April 30, 1998, 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 Gestation Advance Sublimit, the
definition of "Gestation Advance Sublimit" in Paragraph 4 of the Third Amendment
is hereby further amended by replacing "10,000,000" with "$25,000,000."
2. Change in Certain Definitions. To reflect the agreement of the
parties, the following definitions set forth in Paragraph 11 of the Agreement
are amended by restating such specified definitions in their respective
entireties as follows:
"Applicable Federal Funds Rate shall mean the Federal Funds Rate plus one and
four-tenths of one percent (1.40%) except that with respect to Gestation
Advances it shall mean (i) the Federal Funds Rate plus three-quarters of one
percent (0.75%) on outstanding Gestation Advance balances up to and including
the Gestation Advance Sublimit and (ii) the Federal Funds Rate plus one percent
(1%) on Gestation Advances in excess of the Gestation Advance Sublimit.
Eurodollar Spread shall mean, with respect to Loans which are made and/or
maintained as Eurodollar Loans, one and four-tenths of one percent (1.40%).
Federal Funds Rate shall mean the rate per annum on overnight Federal funds
transactions with members of the Federal Reserve arranged by Federal funds
brokers, as made available to and quoted by the Agent on the Business Day and at
the time the Regular Advance or the Gestation Advance to be borrowed at a rate
based on the Federal Funds Rate is requested.
Federal Funds Rate Loans shall mean Regular Advances and/or Gestation Advances
during such time as they are being made and/or maintained at the Applicable
Federal Funds Rate."
3. Reaffirmation of Security Agreement. The Company hereby affirms and
agrees that (a) the execution, delivery and performance by the Company 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.
4. Effective Date. This Amendment shall be effective as of the date (the
"Effective Date") upon which:
(a) All parties signatory hereto have executed and delivered this Amendment to
the Agent; and
(b) The Agent has received such board resolutions, incumbency certificates and
other additional documentation as it may request in connection herewith.
5. No Other Amendment. Except as expressly amended herein, the Agreement and
the other Loan Documents (as amended from time to time) shall remain in full
force and effect as currently written.
6. 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.
7. Representations and Warranties. The Company hereby represents and warrants
to the Agent, the Lenders 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 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) the representations and warranties of the Company
contained in the Agreement are accurate and 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: Clement Ziroli
First Mortgage Corporation
3230 Fallowfield Road
Diamond Bar, CA 91765
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