SEVENTH AMENDMENT TO MASTER WHOLE-LOAN PURCHASE AGREEMENT
This DOCUMENT is entered into as of May 31, 1998, 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 an conditions, to
permanently increase the Purchase Commitment to $30,000,000. 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. The following definition in Section 1.1 of the
Purchase Agreement is entirely amended as follows:
Purchase Commitment means $30,000,000
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 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 of 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.
[ REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE FOLLOWS.]
EXECUTED as of the date first stated above.
FIRST PREFERENCE MORTGAGE CORP., BANK ONE, TEXAS, N.A.,
As Seller As Buyer
By _____________________________ By ___________________________
Name _____________________________ Name _________________________
Title ____________________________ Title_________________________
