0000883369-01-500007 Sample Contracts

FIRST AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT
Mortgage Loan Warehousing Agreement • June 28th, 2001 • First Mortgage Corp /Ca/ • Mortgage bankers & loan correspondents

THIS FIRST AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT (the "First Amendment") is made and dated as of the 30th day of August, 1999 by and among FIRST MORTGAGE CORPORATION, a California corporation (the "Company"), the Lenders, SANWA BANK CALIFORNIA, as collateral agent for the Lenders (in such capacity, the "Collateral Agent"), and BANK OF AMERICA, N.A. (formerly NationsBank, N.A.), as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2001 • First Mortgage Corp /Ca/ • Mortgage bankers & loan correspondents

The Employment Agreement by and between FIRST MORTGAGE CORPORATION as Employer, and PAC DONG as Employee, dated October 1, 1997 and heretofore extended through the fiscal year ending March 31, 2001, is modified and amended in the following particulars, only

FOURTH AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT
Mortgage Loan Warehousing Agreement • June 28th, 2001 • First Mortgage Corp /Ca/ • Mortgage bankers & loan correspondents

minus the aggregate dollar amount of Loans (other than Negotiated Loans) outstanding (including all such Loans to be funded on the proposed date of funding of the requested Negotiated Loan). In calculating the availability of Negotiated Loans on any date, Loans outstanding shall not include any of such items which will be repaid with Loans to be advanced on such date. The agreement of a Lender to make a Negotiated Loan shall not to any extent reduce such Lender's obligation to fund other Loans to the fullest extent of such Lender's Maximum Commitment, it being expressly acknowledged and agreed that the agreement to make Negotiated Loans is optional on the part of such Lender and in addition to its Maximum Commitment.

THIRD AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT
Mortgage Loan Warehousing Agreement • June 28th, 2001 • First Mortgage Corp /Ca/ • Mortgage bankers & loan correspondents

THIS THIRD AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT (the "Third Amendment") is made and dated as of August 30, 2000 by and among FIRST MORTGAGE CORPORATION, a California corporation (the "Company"), the Lenders, SANWA BANK CALIFORNIA, as collateral agent for the Lenders (in such capacity, the "Collateral Agent"), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

SECOND AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT
Mortgage Loan Warehousing Agreement • June 28th, 2001 • First Mortgage Corp /Ca/ • Mortgage bankers & loan correspondents

THIS SECOND AMENDMENT TO MORTGAGE LOAN WAREHOUSING AGREEMENT (the Second Amendment) is made and dated as of the 15th day of October, 1999 by and among FIRST MORTGAGE CORPORATION, a California corporation (the Company), the Lenders, SANWA BANK CALIFORNIA, as collateral agent for the Lenders (in such capacity, the Collateral Agent), and BANK OF AMERICA, N.A. (formerly NationsBank, N.A.), as administrative agent for the Lenders (in such capacity, the "Administrative Agent).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2001 • First Mortgage Corp /Ca/ • Mortgage bankers & loan correspondents

The Employment Agreement by and between FIRST MORTGAGE CORPORATION as Employer, and CLEMENT ZIROLI as Employee, dated October 1, 1997 and heretofore extended through the fiscal year ending March 31, 2001, is modified and amended in the following particulars, only:

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2001 • First Mortgage Corp /Ca/ • Mortgage bankers & loan correspondents

The Employment Agreement by and between FIRST MORTGAGE CORPORATION as Employer, and BRUCE G. NORMAN as Employee, dated April 1, 1998 and heretofore extended through the fiscal year ending March 31, 2001, is modified and amended in the following particulars, only:

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