Exhibit 10.9



 


Sixth Amendment To

Mortgage Warehouse Loan And
Security Agreement






This Sixth Amendment to Mortgage Warehouse Loan and
Security Agreement (this "Amendment"), made by and between FIRST PREFERENCE
MORTGAGE CORP., a Texas corporation  ("Borrower"), COLONIAL BANK, N.A.
(f/k/a Colonial Bank), a national banking association, as lender ("Lender"), is
dated as of the 29th day of August, 2003.




R  E  C  I  T  A  L  S:




Pursuant to that certain Mortgage Warehouse Loan and
Security Agreement dated as of December 28, 2000, as amended by that certain
First Amendment to Mortgage Warehouse Loan and Security Agreement dated as of
February 20, 2001, that certain Second Amendment to Mortgage Warehouse Loan and
Security Agreement dated as of April 10, 2001, that certain Third Amendment to
Mortgage Warehouse Loan and Security Agreement dated as of August 29, 2001,
that certain Fourth Amendment to Mortgage Warehouse Loan and Security Agreement
dated as of October 31, 2002, and that certain Fifth Amendment to Mortgage
Warehouse Loan and Security Agreement dated as of April 30, 2003 (as heretofore
amended, the "Agreement"), Lender made available to Borrower, subject to the
terms and conditions thereof, a revolving line of credit loan in the maximum
aggregate principal amount not to exceed $50,000,000.00 (the "Line of Credit"). 





The Line of Credit is scheduled to mature on August
31, 2003.  Borrower has requested that Lender agree to renew the Line of Credit
at the maximum principal amount of $50,000,000.00 and to make certain other
changes, and Lender is willing to do so, but only on the express condition,
among others, that Borrower enters into this Amendment, pursuant to which the
Agreement shall be amended and modified.




NOW, THEREFORE, in consideration of the premises and
agreements contained herein, and for good and valuable consideration, the
receipt and sufficiency of which are acknowledged by the parties hereto, the
parties hereto do hereby agree, each with the other, as follows:




1.                 
If not otherwise defined herein or
the context shall not expressly indicate otherwise, all capitalized terms which
are used herein shall have their respective meanings given to them in the
Agreement.


2.                  
Section 1.1 (Defined Terms)
of the Agreement is hereby amended as follows:


(A)              
By amending and restating the
definition of "Adjusted Tangible Net Worth" to read in its entirety as follows:


"Adjusted Tangible Net Worth" shall
mean GAAP Net Worth, minus loans and advances owing to Borrower from
officers, directors, stockholders and other Affiliates of Borrower (if any), minus
investments in Affiliates of Borrower, plus that portion of Subordinated
Debt (if any) that is not due within one (1) year.




(B)              
By amending the definition of "Advance
Rate Amount" to amend and restate clause (iii) thereof to read in its entirety
as follows:


(iii)               with respect to any Eligible Repurchased Mortgage Loan, an
amount equal to ninety percent (90%) of the least of (a) the repurchase
price of such Mortgage Loan, (b) the market value of the Property securing
such Mortgage Loan as established by the most recent appraisal or broker's
price opinion (subject to the provisos in subsection (g) of the definition of
Eligible Repurchased Mortgage Loans) of such Mortgage Loan, or (c) the
face amount of the promissory note evidencing such Mortgage Loan; and


 



















 


(C)              
By amending and restating the
definition of "Commitment" to read in its entirety as follows:


        "Commitment" shall mean the commitment of Lender to make
Advances to Borrower which Advances in the aggregate, subject to each
applicable Sublimit, shall not exceed $50,000,000.00 at any time outstanding.


(D)               
By adding a definition of
"Electronic Advance Request" thereto which reads in its entirety as follows:


 "Electronic Advance Request" shall mean an electronic data
transmission made in such manner and in accordance with such procedures as may
be established by Lender from time to time and set forth in the Procedural
Manual, containing the same information as Exhibit B-1 (unless otherwise
directed by Lender).


(E)              
By amending the definition of
"Eligible Repurchased Mortgage Loan" to amend and restate subparagraphs (f) and
(g) thereof to read in their entireties, respectively, as follows:


(f)                 such Mortgage Loan has not aged longer than the applicable
Warehouse Period and, if included in the warehouse for a period in excess of
(i) ninety (90) days, 15% (based on the initial value) of the Mortgage Loan has
been repaid on or before the 91st day in the warehouse, (ii) one hundred eighty
(180) days, an additional 25% (based on the initial value) of the Mortgage Loan
has been repaid on or before the 181st day in the warehouse, (iii) two hundred
seventy (270) days, an additional 25% (based on the initial value) of the
Mortgage Loan has been repaid on or before the 271st day in the warehouse, and
(iv) three hundred sixty (360) days, the final 25% (based on the initial value)
of the Mortgage Loan has been repaid on or before the 360th day in the
warehouse; and


(g)               (i) Borrower has delivered (or caused to be delivered) to
Lender those items for such Mortgage Loan described on Exhibit C to this
Agreement prior to the Advance supported by such Mortgage Loan, plus an
appraisal of such Mortgage Loan of a type determined as follows: (A) if the
Mortgage Loan being repurchased is 9 months old or less, a certified copy of
the most recent appraisal of the property securing such Mortgage Loan, or (B)
if the Mortgage Loan being repurchased is more than 9 months old, a broker's
price opinion ("BPO") which supports the most recent appraised value must be
received within 30 days of the Advance Date and any adjustments in the prior
Sublimit D Advance will be made at that time, if necessary; provided, however,
Lender retains the right to request a current appraisal if the BPO does not
support the original value; and provided, further, Borrower must
provide to Lender current (within 45 days) full appraisals on all HUD
foreclosures and certain other properties as mutually agreed upon by Lender and
Borrower, and an original assignment of mortgage (or deed of trust) in favor of
Lender (in recordable form and which will be recorded at Lender's option); (ii)
Borrower or a third party approved by Lender holds in trust for the Lender
those items described in Exhibit D to this Agreement; and (iii) Borrower
has delivered (or caused to be delivered) to Lender, if Lender has so requested
in writing, the additional items described on Exhibit D to this
Agreement.


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(F)              By adding a definition of "GAAP
Net Worth" thereto which reads in its entirety as follows:


"GAAP Net Worth" shall mean all assets of Borrower, determined
in accordance with GAAP, less Total Liabilities.


(G)             By amending and restating the
definition of "Maturity Date" to read in its entirety as follows:


      "Maturity Date" shall mean June 30, 2004; provided, that
upon the written request of Borrower to Lender, Lender may elect to extend the
Maturity Date on such terms and conditions as it deems appropriate in its sole
discretion.


(H)              
By adding a definition of
"Procedural Manual" thereto which reads in its entirety as follows:


"Procedural Manual" shall mean the procedural manual given to
Borrower by Lender relating to the Line of Credit and containing procedures,
requirements and guidelines with respect thereto, as the same may be modified,
amended or supplemented from time to time by Lender.


(I)                 
By amending and restating the definition
of "Sublimit A" to read in its entirety as follows:


       "Sublimit A" shall mean a portion of the Line of Credit up to
but not exceeding $50,000,000.00, which shall be available to warehouse
Sublimit A Mortgage Loans.


(J)                 
By amending and restating the definition
of "Sublimit B" to read in its entirety as follows:


       "Sublimit B" shall mean a portion of the Line of Credit up to
but not exceeding $12,500,000.00 (increasing to $17,500,000.00 during the last
five (5), followed by the first five (5) Banking Days of each month), which
shall be available to warehouse Sublimit B Mortgage Loans.


(K)               
By amending and restating the
definition of "Sublimit C" to read in its entirety as follows:


       "Sublimit C" shall mean a portion of the Line of Credit up to
but not exceeding $5,000,000.00, which shall be available to warehouse Sublimit
C Mortgage Loans.


(L)                
By amending and restating the
definition of "Sublimit D" to read in its entirety as follows:


      "Sublimit D" shall mean a portion of the Line of Credit up to
but not exceeding $1,250,000.00, which shall be available to warehouse Sublimit
D Mortgage Loans.


3.                  
Section 2.2 (Method of
Borrowing) of the Agreement is hereby amended to amend and restate
subsections (a) and (b) thereof to read in their entireties as follows:


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(a)        Whenever Borrower desires to request an Advance hereunder,
an Authorized Representative shall deliver to Lender written notice of such
proposed Advance (an "Advance Request"), each such notice to be given by
delivery (which may be by facsimile transmission unless otherwise directed by
Lender) to Lender prior to 11:00 a.m. (Orlando, Florida time), or as may
otherwise be permitted or specified in the Procedural Manual as then in effect,
on the Banking Day of such proposed Advance of an Advance Request in the form
of Exhibit B-1 (provided, however, Lender may change the
form of Advance Request from time to time or require a different form for
Advances under Sublimit B).  Notwithstanding the foregoing, if approved by
Lender, any such Advance Request under the immediately preceding sentence may
be made to Lender via an Electronic Advance Request, prior to 11:00 a.m.
(Orlando, Florida time) on the Banking Day of such proposed Advance and, if
required by Lender, followed by delivery to Lender via facsimile transmission,
prior to 12:00 noon (Orlando, Florida time), or as may otherwise be permitted
or specified in the Procedural Manual as then in effect, on the date of such
proposed Advance, of a written confirmation of such Electronic Advance Request
(a "Confirmation of Electronic Advance Request") in the form of Exhibit
B-2 (if Lender requires a Confirmation of Electronic Advance Request and
there is any discrepancy between the schedule of Eligible Mortgage Loans
electronically transmitted to Lender and the list of Eligible Mortgage Loans
attached to the Confirmation of Electronic Advance Request, Lender shall be
entitled to rely solely on the list attached to the Confirmation of Electronic
Advance Request without further investigation or inquiry; otherwise, if Lender
does not require a Confirmation of Electronic Advance Request, Lender shall be
entitled to rely solely on the schedule of Mortgage Loans electronically
transmitted to Lender).  An Advance Request, among other things, shall specify
the amount of the Advance being requested; if applicable, the specific Eligible
Mortgage Loans that support the Advance; and the Type of Advance.  Each Advance
Request shall be irrevocable.  With regard to each Advance, Borrower shall
deliver or cause to be delivered to Lender all of the Required Documents
referenced in Section 4.3 and, if requested by Lender at any time, all of the
Additional Required Documents referenced in said Section.  Lender may change its procedures for Advances
(including, without limitation, its procedures relating to Electronic Advance
Requests) from time to time upon not less than three (3) Banking Days' prior
notice to Borrower.  Advance Requests not received by Lender by the applicable
cut-off time shall be deemed received on the next Banking Day.


(b)        Without in any way limiting Borrower's obligation to deliver
to Lender the original written Advance Request as required by Section 2.2(a),
Lender shall be entitled to rely on and may act without liability upon the
basis of each Advance Request made by Borrower via electronic data transmission
as permitted by Section 2.2(a) and Lender may make Advances pursuant thereto
prior to receipt by Lender of the Confirmation of Electronic Advance Request. 
In each case, Borrower waives the right to dispute or hold Lender in any way responsible
for any errors or omissions in any electronic Advance Request.  If the Advance
Request is made via electronic data transmission as permitted herein, Borrower,
by transmitting such electronic Advance Request to Lender, shall be deemed to
have made in respect thereto such affirmations, covenants, agreements and
certifications to Lender with regard to the specific Eligible Mortgage Loans
supporting the requested Advance as are set forth in the applicable form of
Advance Request.  If the Advance Request is made via electronic data
transmission or facsimile transmission, if requested by Lender, Borrower shall
deliver to Lender, no later than the Banking Day immediately succeeding the
date of such electronic data transmission or facsimile transmission, as the
case may be, the original Advance Request signed by an Authorized
Representative in the form of Exhibit B-1 (unless, as set forth in
Section 2.2(a) above, Lender has changed the form of Advance Request or has
required a different form for Advances under Sublimit B).


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4.                  
Section 2.4 (Note) of the
Agreement.  The parties acknowledge that the face amount of the Note is already
$50,000,000.00 and that the Commitment is no longer scheduled to automatically
decrease on July 31, 2003.


5.                  
Subsection (a) of Section 2.5 (Interest)
of the Agreement is hereby amended and restated to read in its entirety as
follows:


         (a)        Except as otherwise provided in this Agreement
(including the last sentence of this Section 2.5(a)), the principal amount of
each Advance owed to Lender shall bear interest at an annual interest rate
equal to the lesser of: (i) the Maximum Rate or (ii) (A) for Sublimit A
Advances, the LIBOR Rate plus 1.75% (175 basis points), floating daily, subject,
however, to adjustment to the LIBOR Rate plus 2.00% (200 basis
points), floating daily, if the Mortgage Loan funded with the Advance is
warehoused with Lender for more than sixty (60) days, (B) for Sublimit B
Advances, the LIBOR Rate plus 2.00% (200 basis points), floating daily, (C)
for Sublimit C Advances, the LIBOR Rate plus 2.25% (225 basis points),
floating daily, subject, however, to adjustment to the LIBOR Rate
plus 2.50% (250 basis points), floating daily, if the Mortgage Loan
funded with the Advance is warehoused with Lender for more than ninety (90)
days, and (D) for Sublimit D Advances, the LIBOR Rate plus 2.50% (250 basis
points), floating daily.  Upon the delivery to Lender of the Required Documents
(as such term is defined in Section 4.3) for a Sublimit B Mortgage Loan such
Mortgage Loan shall be converted to a Mortgage Loan of the appropriate Type and
the related Sublimit B Advance shall be converted to an Advance of the
appropriate Type and shall bear interest accordingly.  If Lender specifically
agrees in its sole and absolute discretion and on a case-by-case basis to allow
a Mortgage Loan to stay in warehouse longer than the Warehouse Period
therefore, the outstanding principal amount of the related Advance owed to
Lender shall, during the period of time in warehouse in excess of such
Warehouse Period, bear interest at an annual interest rate equal to the lesser
of:  (i) the Maximum Rate or (ii) the Interim Default Rate.


6.                  Section 2.8 (Optional
Prepayments) of the Agreement is hereby amended and restated in its
entirety to read as follows:


          Section 2.8        Optional Prepayments.


          Borrower shall have the right at any time and from time to time to
prepay outstanding Advances, in whole upon not less than sixty (60) days prior
written notice to Lender, or in part without prior notice; provided, however,
unless otherwise agreed by Lender in its sole and absolute discretion (whether
by a separate writing or on a case-by-case basis), including such other limits
and conditions Lender may require, each partial prepayment must be in the
entire amount outstanding of the Advance to which it relates.  Unless Lender
has otherwise agreed as aforesaid, Borrower shall, at the time of making such
prepayment, designate the Type of Advances being prepaid.  If Borrower fails to
make such a designation when required, each partial prepayment shall be applied
to the reduction of the Line of Credit (or any Advance outstanding thereunder)
as Lender, in its sole discretion, may determine.  All prepayments of Advances
under this Section 2.8 shall be without premium or penalty.  Interest shall be
payable in accordance with the provisions of Section 2.5.


 


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7.         Section 2.9 (Fees) of the
Agreement is hereby amended and restated in its entirety to read as follows:


Section
2.9        Fees.


(a)        Borrower agrees
to pay to Lender a collateral agent fee (the "Collateral Agent Fee") in
the amount of $15.00 for each Mortgage Loan warehoused by Borrower with Lender,
payable monthly in arrears upon receipt by Borrower of a statement from Lender
for such Collateral Agent Fee based upon the prior month's activity and on the
dates separately agreed to by Lender and Borrower.  Mortgage Loans that
initially are funded under Sublimit B are not charged twice when subsequently
funded under Sublimit A or Sublimit C.


(b)        If required by
Lender in its discretion, Borrower agrees to pay to Lender a non-usage fee (the
"Non-Usage Fee") at a rate per annum equal to 12.5 basis points on the difference
between the average daily amount outstanding under the Commitment for the
applicable quarter and fifty percent (50%) of the maximum Commitment if
the average daily amount outstanding under the Commitment for the applicable
calendar quarter does not exceed fifty percent (50%) of the maximum amount of
said Commitment.  Such Non-Usage Fee, if any, shall be payable quarterly in
arrears and be due immediately upon Borrower's receipt of Lender's statement therefore
for the previous quarter, and on the Maturity Date.


(c)        Borrower agrees
to pay to Lender an endorsement fee (the "Endorsement Fee") in the
amount of $10.00 for each Mortgage Loan that Lender endorses on behalf of
Borrower pursuant to Section 4.9 below because such Mortgage Loan is missing
Borrower's endorsement when it is submitted to Lender, payable monthly in
arrears upon receipt by Borrower of a statement from Lender for such
Endorsement Fee based upon the prior month's activity and on the dates
separately agreed to by Lender and Borrower.


(d)        Borrower agrees to pay to Lender an
administrative fee (the "Administrative Fee") in the amount of $1,500.00 per
month for each month end which Borrower is not in compliance with any of the
financial covenants set forth in Section 6.3 of the Agreement.  The
Administrative Fee shall be due immediately upon Borrower's receipt of a
statement for such Administrative Fee.  In no way or manner whatsoever shall
the existence or payment of any Administrative Fee, except to the limited
extent, if any, as may be expressly waived in writing by Lender in its sole and
absolute discretion at the time of any non-compliance, (i) relieve Borrower of
its obligations to strictly observe the financial covenants contained in
Section 6.3 of the Agreement or any of its other obligations to Lender under
the Agreement or other Loan Documents, (ii) constitute a waiver of any Event of
Default or Potential Default, or (iii) limit or restrict the rights of Lender
following any Event of Default or Potential Default.


(e)        In addition to the foregoing fees, Borrower
shall pay or reimburse Lender for any transaction fees payable to the Mortgage
Electronic Registration System, Inc. ("MERS") in connection with the
registration of mortgage assignments to Lender if Borrower uses MERS and
further, and shall pay or reimburse Lender for all pass-through costs in
connection with the warehouse of Mortgage Loans under Sublimit D (recording
costs, etc.) and the use of any electronic data transmission system or service
allocable to Borrower if Borrower downloads or submits data to Lender using
electronic data transmission.


(f)        The Fees set forth in this Section 2.9,
once paid, shall not be refundable under any circumstances.  To the extent any
of the Fees set forth in this Section 2.9 have not been paid in accordance with
the foregoing provisions of this Section 2.9 prior to the Maturity Date, they
shall be payable in full on the Maturity Date.


 


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8.        Section 6.3 (Special Financial
Covenants) of the Agreement is hereby amended and restated in its entirety
to read as follows:


Section 6.3        Special Financial
Covenants.


Borrower hereby covenants and agrees that, as long as any Obligations remain
unpaid or the Commitment hereunder is outstanding, the following special
financial covenants shall be applicable to Borrower and tested monthly at the
end of each calendar month as set forth below:


(a)        Tangible Net Worth.  [Intentionally omitted.]


(b)        Adjusted Tangible Net Worth.  Borrower's Adjusted
Tangible Net Worth shall not be less than $3,500,000.00.


(c)        Adjusted Leverage Ratio.  Borrower's Adjusted
Leverage Ratio shall not be greater than 15:1.0.


(d)        Current Ratio.  Borrower's Current Ratio shall not be
less than 1.0:1.0.


9.          Borrower acknowledges and agrees
that if and when Lender implements "ProMerit" for the electronic submission of
data by Borrower to Lender, Borrower will be required to enter into one or more
separate agreements with respect thereto.


10.        This Amendment shall become
effective as of the date first written above, provided that the Lender shall
have received by such date the following items, all of which must be in form
and content satisfactory to Lender in its sole discretion:


(A)              
This Amendment executed by
Borrower and Lender (whether such parties shall have signed the same or
different counterparts); 


(B)              
An executed affidavit, in form
satisfactory to Lender, regarding the execution of this Agreement by Borrower
outside the State of Florida;


(C)              
Certificates of even date herewith
signed by the President and Chief Executive Officer and/or Secretary or
Assistant Secretary of Borrower, as appropriate, certifying (1) the
authorizing resolutions of Borrower, (2) that the organizational documents of
Borrower previously delivered to the Lender remain in full force and effect
with no modification or amendments except as disclosed in said Certificate, (3)
that all representations and warranties previously made to Lender remains true,
complete and accurate, and (4) that no Event of Default or Potential Default
has occurred and is continuing;


(D)             
A confirmation of even date
herewith from Guarantor with respect to his Guaranty;


(E)              
If required by Lender, good
standing certificates/certificates of existence of a recent date for Borrower
from the State of Texas and each other state in which Borrower conducts its
business


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(F)              
If required by Lender, a third
party operations audit, the results of which must be satisfactory to Lender;


(G)             
If required by Lender, such UCC
and other lien searches as Lender shall request, showing no Liens which have
priority over Lender's first priority security interest in the Collateral; and


(H)              
Such other certificates,
instruments, opinions and documents (if any) that Lender shall reasonably
request.


11.              
Notwithstanding the execution of
this Amendment, all of the indebtedness evidenced by the Note shall remain in
full force and effect, and any collateral described in any agreement providing
security for any obligation of Borrower so defined to include the Note shall
remain subject to the liens, pledges, security interests and assignments of any
such agreements as security for the indebtedness evidenced by the Note and all
other indebtedness described therein.  Nothing herein in this Amendment shall
be construed to constitute a novation of the indebtedness evidenced by the Note
or to release, satisfy, discharge or otherwise affect or impair in any manner
whatsoever (1) the validity or enforceability of the indebtedness evidenced by
the Note; (2) the liens, pledges, security interests, assignments and
conveyances affected by the Agreement, the other Loan Documents and any other
agreement securing such Note, or the priority thereof; (3) the liability
of any maker, endorser, surety, guarantor or other Person that may now or
hereafter be liable under or on account of the Note or any agreement securing
such Note; or (4) any other security or instrument now or hereafter held by
Lender as security for as evidence of any of the above-described indebtedness. 
In no way limiting the foregoing, Borrower acknowledges and agrees that the indebtedness
evidenced by the Note is and shall remain secured by the collateral described
in the Agreement and the other Loan Documents.


12.              
In order to induce Lender to enter
into this Amendment, Borrower represents and warrants that:


(A)              
The execution, delivery and
performance by Borrower of this Amendment and the other documents contemplated
hereby to which Borrower is a party are within its corporate powers, has been
duly authorized by all necessary corporate action and is not in contravention
of any law, rule or regulation, or any judgment, decree, writ, injunction,
order to award of any arbitrator, court or governmental authority, or of the
terms of Borrower's certificate of incorporation or bylaws, or of any contract
or undertaking to which Borrower is a party or by which Borrower or its
property is or may be bound or affected.


(B)              
Each of this Amendment and the other
documents contemplated hereby to which Borrower is a party is a legal, valid
and binding obligation of Borrower, enforceable against Borrower in accordance
with its terms.


(C)              
No consent, approval or
authorization of or declaration, registration or filing with any governmental
authority or any nongovernmental person or entity, including without limitation
any creditor or stockholder of Borrower, is required on the part of Borrower in
connection with the execution, delivery and performance of this Amendment or the
other documents or the transactions contemplated hereby or as a condition to
the legality, validity or enforceability of this Amendment.


(D)             
After giving effect to the
amendments to the Agreement contained in this Amendment, the representations
and warranties contained in Article 5 of the Agreement and in the other Loan
Documents are true and correct on and as of the date hereof with the same force
and effect as if made on and as of the date hereof, no Event of Default or
Potential Default exists or has occurred and is continuing on the date hereof,
and no material adverse change has occurred in the financial condition of
Borrower since the date of the last financial statements submitted by Borrower
to Lender pursuant to the Agreement.


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13.              
If Borrower shall fail to perform
or observe any term, covenant or agreement in this Amendment, or any representation
or warranty made by Borrower in this Amendment shall prove to have been
incorrect in any material respect when made, such occurrence shall be deemed to
constitute an Event of Default.


14.              
This Amendment shall be governed
by and construed in accordance with the laws of the State of Florida.


15.              
Borrower agrees to pay the
reasonable fees and expenses of counsel for Lender, in connection with the
negotiation and preparation of this Amendment and the documents referred to
herein and the consummation of the transactions contemplated hereby, and in
connection with advising Lender as to its rights and responsibilities with
respect thereto.


16.              
Unless otherwise expressly
modified or amended hereby, all terms and conditions of the Agreement shall
remain in full force and effect, and the same, as amended hereby, are hereby
ratified and confirmed in all respects.  From and after the effective date
hereof, all references in the Agreement, and any other document or instrument
entered into in connection therewith, to the Agreement shall be deemed to be
references to the Agreement as amended by this Amendment.


17.              
This Amendment shall inure to and
be binding upon and enforceable by Borrower and Lender and their respective
successors and assigns.


18.              
This Amendment may be executed in
one or more counterparts, each of which when executed and delivered shall
constitute an original.  All such counterparts shall together be deemed to be
one and the same instrument.


19.               
Further, the parties may execute
facsimile copies of this Amendment and the facsimile signature of any such
party shall be deemed an original and fully binding on said party; provided,
however, any party executing this Amendment by facsimile signature
agrees to promptly provide an original executed copy of this Amendment to
Lender.  Further, the parties may execute facsimile copies of this Amendment
and the facsimile signature of any such party shall be deemed an original and
fully binding on said party; provided, however, any party
executing this Amendment by facsimile signature agrees to promptly provide an
original executed copy of this Amendment to Lender.


[Remainder of Page Intentionally Left Blank.]


 


 


 


 


9







IN WITNESS WHEREOF, the parties hereto have duly
executed this Amendment, by and through their respective duly authorized officers
as of the day and year first above written.




                                                                              BORROWER:




                                                                                               FIRST
PREFERENCE MORTGAGE CORP.






	[CORPORATE SEAL] ATTEST: 
	





By:                                                                         


Name:                            David
W. Mann

Its:
                President and Chief Executive Officer


    









By: 
                                                                


Name: 
                 Cathy Davis

Its:                         Secretary










STATE
OF TEXAS




COUNTY
OF McLENNAN




On this ______ day of August, 2003, personally
appeared David W. Mann, as President and Chief Executive Officer of First
Preference Mortgage Corp., a Texas corporation ("Borrower"), and before me
executed the attached Sixth Amendment to Mortgage Warehouse Loan and Security
Agreement, by and between Colonial Bank, N.A., as Lender, and Borrower.




IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the County and State
last aforesaid.




                                                                                               


Signature of Notary Public-State of Texas




                                                                                               


Print Name: Notary Public, State of Texas

Personally Known                                                                     


Produced Identification                                      


Type of Identification:                                         




              (NOTARIAL SEAL)










 










 










 










 










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LENDER:




                              COLONIAL
BANK, N.A.






By:                                                                               


Name:                           Amy J.
Nunneley

Its:                             Senior
Vice President






STATE
OF ALABAMA




COUNTY
OF JEFFERSON




On this _____ day of August, 2003, personally appeared
Amy J. Nunneley, as Senior Vice President of Colonial Bank, N.A., a national
banking association, and before me executed the attached Sixth Amendment to
Mortgage Warehouse Loan and Security Agreement, by and between Colonial Bank,
N.A., as Lender, and First Preference Mortgage Corp., as Borrower.




IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the County and State
last aforesaid.






                                                                                               


Signature of Notary Public-State of Alabama




                                                                                               


Print Name: Notary Public, State of Alabama

Personally Known                                                                     


Produced Identification                                      


Type of Identification:                                         




              (NOTARIAL SEAL)




 




 




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