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AMENDMENT NO. 1
dated as of March 18, 1999
to the
LOAN PURCHASE AGREEMENT,
between
FFCA LOAN WAREHOUSE CORPORATION,
as Depositor
FFCA ACQUISITION CORPORATION,
as Loan Originator,
Dated as of August 14, 1998
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AMENDMENT NO. 1
TO THE
LOAN PURCHASE AGREEMENT
dated as of March 18, 1999
AMENDMENT NO. 1 TO THE LOAN PURCHASE AGREEMENT, dated as of March 18, 1999
("AMENDMENT NO. 1") to that certain Loan Purchase Agreement, dated as of August
14, 1998 (the "LOAN PURCHASE AGREEMENT") among FFCA Loan Warehouse Corporation
(the "DEPOSITOR") and FFCA Acquisition Corporation (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 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 meaning set forth in the Loan Purchase Agreement thereto.
2. Amendment to Loan Purchase Agreement.
(a) Section 2.1 is hereby amended by deleting the current Subsection 2.1(c)
(without deleting clauses (i) through (xiii)) and replacing such subsection with
the following:
On each Transfer Date, the Loan Originator shall convey to the
Depositor the Loans and the other property and rights related thereto
described in the related LPA Assignment, the Depositor shall cause the
deposit of cash in the amount of the Sale Price in the Advance Account, and
the Servicer shall, promptly after such deposit, withdraw the Sale Price
deposited in respect of applicable Additional Note Principal Balance from
the Advance Account, and distribute such amount to or at the direction of
the Loan Originator, provided that in the case of Table-Funded Loans, the
Initial Noteholder (acting pursuant to the instructions of the Loan
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Originator which are hereby given) shall disburse the related amount in
respect of the Sale Price to the Settlement Agent for release in accordance
with the related Escrow Instructions, as applicable, only upon the
satisfaction of each of the following conditions on or prior to such
Transfer Date:
(b) Section 2.1 is hereby amended by deleting the word "and" before clause
(xiii) of Subsection 2.1(c) and adding the following at the end of such clause
(xiii):
; and (xiv) if any Loan sold on the Transfer Date is a Table-Funded
Loan, the Loan Originator shall have provided the Initial Noteholder,
Depositor, Issuer, Settlement Agent and Custodian with a copy of any
related Bailee Agreement, Bailee Trust Receipt and Escrow Instructions.
3. FULL FORCE AND EFFECT. Except as modified by this Amendment No. 1, 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. 1 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. 1 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.
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IN WITNESS WHEREOF the parties have executed this Amendment No. 1 as of the
date first above written.
FFCA LOAN WAREHOUSE CORPORATION,
as Depositor
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
FFCA ACQUISITION CORPORATION,
as Loan Originator
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
