EXHIBIT 10-5
SIXTH AMENDMENT TO AMENDED AND RESTATED
MORTGAGE LOAN WAREHOUSING AGREEMENT
This Sixth Amendment to Amended and Restated Mortgage Loan Warehousing
Agreement (the "Amendment") is dated as of this 10th day of September, 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 Credit Limit. To reflect the agreement of the
parties to increase the Credit Limit, the definition of "Credit Limit" in
Section 11 of the Agreement is amended by replacing "$30,000,000" with
"$40,000,000".
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 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: Xxxxxxx Xxxxxx
Title: Chairman
Percentage Shares: 100%
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association, as Agent and as Lender
By:
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
