Exhibit 10.10



SEVENTH  AMENDMENT

TO 

MORTGAGE

WAREHOUSE  LOAN  AND  SECURITY

AGREEMENT  


This Seventh 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 _____ day of December, 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, that certain Fifth
Amendment to Mortgage Warehouse Loan and Security Agreement dated as of April
30, 2003, and that certain Sixth Amendment to Mortgage Warehouse Loan and
Security Agreement dated as of August 29, 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"). 


Borrower has requested that Lender agree
to reduce the maximum principal amount of the Line of Credit from $50,000,000.00
to $35,000,000.00 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
"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 $35,000,000.00 at any time outstanding. 


(B) By amending the definition of "Eligible Mortgage
Loan" to amend and restate subparagraph (n) thereof and to add a new
subparagraph (t) thereof to read in their entireties, respectively, as follows:



 






 


(n) the date of the promissory note is no earlier than
sixty (60) days (ninety (90) days in the case of any Mortgage Loan purchased by
Borrower from its correspondents) prior to the date the Advance secured by such
Mortgage Loan is made by Lender to Borrower or, if the interest rate applicable
to such Mortgage Loan has converted to a fixed rate, the date of such
conversion is no earlier than sixty (60) days prior to the date the Advance
secured by such Mortgage Loan is made by Lender to Borrower; 


(t) if such Mortgage Loan is purchased by Borrower
from a correspondent, the documents described on Exhibit C and, if Lender has
so requested in writing, the additional items described on Exhibit D, to this
Agreement for such Mortgage Loan must be delivered to Lender on or prior to the
date the Advance secured by such Mortgage Loan is made by Lender to Borrower,
accompanied by a bailment letter acceptable to Lender and applicable wiring
instructions. 


(C) By amending and restating the definition of
"Eligible Wet Mortgage Loan" to read in its entirety as follows: 




"Eligible Wet Mortgage Loan" shall mean Eligible
Mortgage Loans described in clause (i)(B) of paragraph (r) of the definition
thereof; provided, however, third party correspondent loans shall not qualify
as "Eligible Wet Mortgage Loans". 




(D)  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
$35,000,000.00, which shall be available to warehouse Sublimit A Mortgage
Loans. 


(E) 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 $8,750,000.00 (increasing to $12,250,000.00
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. 


(F) 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 $3,500,000.00, which shall be available to
warehouse Sublimit C Mortgage Loans. 


(G) 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 $875,000.00, which shall be available to
warehouse Sublimit D Mortgage Loans. 


3.          Section
2.2 (Method of Borrowing) of the Agreement is hereby amended to add a new
subsection (g) thereto which reads in its entirety as follows: 


2






 


 


(g)
Notwithstanding anything contained herein to the contrary, in no event will
Lender be obligated, at any time, to fund any Eligible Mortgage Loans
originated by any third party correspondent of Borrower and purchased by
Borrower from such third party correspondent until Borrower has delivered or
has caused 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 (accompanied by a bailment
letter, in form and substance acceptable to Lender, if such third party
correspondent is not a bank). 


4.         Section 2.4 (Note) of the
Agreement is hereby amended to delete the term "$50,000,000.00" therefrom and
to substitute the term "$35,000,000.00" in lieu thereof. 


5.          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) A Fifth
Amendment to Promissory Note executed by Borrower and Lender (the "Note
Amendment") (whether such parties shall have signed the same or different
counterparts); 


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



(D)
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; 


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



(F) 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 


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


(H) 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 


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


 


3






 


6. Notwithstanding the execution
of this Amendment and the Note Amendment, all of the indebtedness evidenced by
the Note (as amended by the Note Amendment) 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 (as amended
by the Note Amendment) 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 (as amended by the
Note Amendment); (2) the liens, pledges, security interests, assignments and
conveyances affected by the Agreement, the other Loan Documents and any other agreement
securing such Note (as amended by the Note Amendment), 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 (as amended
by the Note Amendment) is and shall remain secured by the collateral described
in the Agreement and the other Loan Documents. 


7. 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, the Note
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, the Note 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, the Note Amendment or the other documents or the
transactions contemplated hereby or as a condition to the legality, validity or
enforceability of this Amendment or the Note 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. 


8. 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. 


 


4






 


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


10. 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. 


11. 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. 


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


13. 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. 


14. 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.] 


 


5






 


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] 	
  By: _________________________________
	
   

  ATTEST: 

  	
  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 December, 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 Seventh 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)



  



 


  


6






 




	
LENDER:
  
	

COLONIAL BANK, N.A. 


  
	
   
  
	
   
  
	
  By: 

  	
  ______________________________
	
  Name: 

  	
            Amy J. Nunneley 

  
	
  Its: 

  	
         Senior Vice President 

  










STATE OF ALABAMA 


COUNTY OF JEFFERSON 


On
this _____ day of December, 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 Seventh 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)



  


 

 

7