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AMENDMENT NO. 2
dated as of January 1, 2000
to the
LOAN PURCHASE AGREEMENT,
between
FFCA LOAN WAREHOUSE CORPORATION,
as Depositor
and
FFCA ACQUISITION CORPORATION,
as Loan Originator,
Dated as of August 14, 1998
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AMENDMENT NO. 2
TO THE
LOAN PURCHASE AGREEMENT
AMENDMENT NO. 2 TO THE LOAN PURCHASE AGREEMENT, dated as of January 1, 2000
("AMENDMENT NO. 2") to that certain Loan Purchase Agreement, dated as of August
14, 1998 (the "LOAN PURCHASE AGREEMENT") between FFCA Loan Warehouse Corporation
(the "DEPOSITOR") and FFCA Acquisition Corporation (the "LOAN ORIGINATOR"), as
amended by Amendment No. 1 to the Loan Purchase Agreement, dated as of March 18,
1999 ("AMENDMENT NO. 1") between the Depositor and the Loan Originator.
PRELIMINARY STATEMENTS
WHEREAS, the parties hereto have entered into that certain Loan Purchase
Agreement, whereby the Loan Originator agrees to sell all its right, title and
interest in and to the certain Loans and the related Loan Documents to
Depositor;
WHEREAS the parties wish to amend the Loan Purchase Agreement; and
WHEREAS, Section 7.1 provides that the Loan Purchase Agreement may be
amended in writing by the parties hereto with the prior written consent of the
Majority Noteholders;
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
shall have the respective meanings ascribed to such terms in the Loan Purchase
Agreement.
2. AMENDMENT TO LOAN PURCHASE AGREEMENT.
(a) Section 2.3 is hereby amended by adding at the end thereof the
following:
(d) WHOLE LOAN SALES. In consideration of the consideration received from
the Depositor under this Purchase Agreement and the other Basic Documents, the
Loan Originator hereby agrees and covenants to take such action to effect Whole
Loan Sales as it would with respect to Securitizations, as applicable. The
Majority Noteholders may effect Whole Loan Sales: (i) if FFCA ceases to qualify
as a REIT, as defined in Section 856 of the Code and (ii) subject to the same
conditions that apply to Securitizations, including, without limitation, the
Issuer's right of approval set forth in SECTION 3.06(C)(II) unless a Disposition
Trigger Event has occurred.
3. FULL FORCE AND EFFECT. Except as modified by this Amendment No. 2, the
Loan Purchase Agreement shall otherwise remain in full force and effect against
any and all of the parties thereunder.
4. GOVERNING LAW. This Amendment No. 2 shall be governed by, and construed
in accordance with, the laws of the State of New York, without reference to its
conflicts of laws provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance therewith.
5. COUNTERPARTS. This Amendment No. 2 may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and the
same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the parties have executed this Amendment No. 2 as of the
date first above written.
FFCA LOAN WAREHOUSE CORPORATION,
as Depositor
By: /s/ Dennis L. Ruben
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Name: Dennis L. Ruben
Title: Executive Vice President
FFCA ACQUISITION CORPORATION,
as Loan Originator
By: /s/ Dennis L. Ruben
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Name: Dennis L. Ruben
Title: Executive Vice President