Exhibit 10.04





 Exhibit 10.04


 










Eleventh Amendment To

Mortgage Warehouse Loan And
Security Agreement,

Waiver and Consent






This Eleventh Amendment to Mortgage Warehouse Loan and
Security Agreement, Waiver and Consent (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 13th day of December, 2005.


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, that certain Sixth Amendment to Mortgage Warehouse Loan and Security
Agreement dated as of August 29, 2003, that certain Seventh Amendment to
Mortgage Warehouse Loan and Security Agreement dated as of December 10, 2003,
that certain Eighth Amendment to Mortgage Warehouse Loan and Security Agreement
dated as of December 31, 2004, and that certain Ninth Amendment to Mortgage
Warehouse Loan and Security Agreement dated as of March 31, 2005, and that
certain Tenth Amendment to Mortgage Warehouse Loan and Security Agreement dated
as of September 28, 2005 (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 $5,000,000.00
(the "Line of Credit").  


Pursuant to the provisions of the
Agreement, the Line of Credit matures on December 31, 2005.  Borrower has
requested that Lender agree to waive certain financial covenant violations
under the Agreement, consent to certain transactions involving Borrower and its
Affiliates, and extend the scheduled maturity date of the Line of Credit to March
31, 2006 and make certain other changes to the Agreement, 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 and employees of Borrower (if
any), minus investments in Affiliates of Borrower, minus (without
duplication to the extent not already deducted in the calculation of GAAP Net
Worth) the lesser of (x) the outstanding balance of any indebtedness which is
secured by an accommodation Lien on property owned by Borrower and (y) the book
value of such property as reflected on Borrower's balance sheet, unless the
holder(s) of the Lien(s) on such property have entered into an intercreditor or
other agreement in favor of Lender in form and substance satisfactory to Lender
in its sole discretion and such agreement remains in full force and effect, plus
that portion of Subordinated Debt (if any) that is not due within one (1) year,
all as of the applicable date of determination.


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


                  "Change of
Control" shall mean the occurrence of
any one or more of the following events without the prior written consent of
Lender: (a) First Financial Corporation ceases to own 100% of the outstanding
capital stock of Borrower or David W. Mann and his immediate family members,
collectively, cease to control (which control may be held directly or
indirectly) Borrower, (b) the sale or other transfer of all or substantially
all of Borrower's assets, voluntarily, by operation of law or otherwise, (c) Borrower
is a party to any merger, consolidation or similar transaction in which it is
not the surviving entity, or (d) David W. Mann  ceases for any reason to be the
Chairman of the Board of Borrower or Charles LaCombe ceases for any reason to
be the President and Chief Executive Officer of Borrower, each with
substantially the same responsibilities and job functions as he has as of December
12, 2005.


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


                   "Maturity Date" shall mean March 31, 2006 (or if
such day is not a Banking Day, on the next succeeding Banking Day) or, if
earlier, the date of the termination of the Commitment, in accordance with
Section 2.6 or Section 7.2; 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 


3.                  
Section 4.10 (Negative Pledge)
of the Agreement is hereby amended and restated in its entirety to read as
follows:


Section
2.6  Negative Pledge.


            As
long as any Obligations remain unpaid or the Commitment hereunder is
outstanding, except for the pledge of up to 100% of the outstanding capital
stock of Borrower by First Financial Corporation to JRPM Investments, Ltd.
pursuant to that certain Pledge Agreement dated on or about December ___, 2005,
none of Borrower's shareholders or owners shall pledge, assign, transfer or
encumber any capital stock or other ownership interest such Person holds of
Borrower to any third party.




	
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4.                  
Section 5.8 (Subsidiaries;
Capitalization) of the Agreement is hereby amended and restated in its
entirety to read as follows:


          5.8              
Subsidiaries; Capitalization.


                     Borrower
has no Subsidiaries, except for (1) First Financial Information Services, Inc.
which is a wholly-owned Subsidiary that predominately holds licenses to
computer software and provides data processing services to Borrower, (2) First
Preference Properties, Inc. which is a wholly-owned Subsidiary of Borrower that
predominately owns, manages and disposes of repossessed properties securing
residential mortgage loans originated by Borrower, and (3) Tri-Triangle
Insurance Agency, Inc. which is a wholly-owned Subsidiary that solicits
homeowners insurance on mortgage loans originated by Borrower.  The issued and
outstanding capital stock or other ownership interests of Borrower is owned,
beneficially and of record, by the shareholders or other owners listed in Schedule
3 in the amounts and percentage interests set forth opposite such Person's
name.


5.                   
Schedule 3 (List of Shareholders and Ownership Interests)
to the Agreement is hereby amended and restated in the form of Schedule 3
attached hereto.


6.                  
Waiver of Certain Defaults and
Reservation of all Other Rights and Remedies.  Upon the effectiveness of this Amendment, Lender hereby waives
Borrower's breach of and noncompliance with the covenants of the Agreement set
out on Schedule A hereto solely with respect to the period(s) set forth
on Schedule A hereto, and Lender waives any Event of Default under the
Agreement as a result of any such breach and/or noncompliance that occurred
solely during the period(s) set forth on Schedule A hereto.  Lender
hereby expressly reserves, and Borrower hereby agrees that Lender does not and
has not waived, its right to require strict performance of all terms of the
Agreement, except as expressly herein waived, and all of its rights and
remedies resulting from any breach of or noncompliance with any covenant or
other term of the Agreement occurring or existing on or after October 1, 2005.


7.                  
Certain Consents.  Borrower's parent First Financial Corporation
("FFC") on or before December 15, 2005 will obtain loans totaling $1,200,000
(the "FFC Loans") from Bluebonnet Investments, Ltd. ("Bluebonnet") and JRPM
Investments, Ltd. ("JRPM"), both of whom are Affiliates of Borrower, and FFC
will use not less than $1,000,000.00 of the proceeds of the FFC Loans to make a
cash capital contribution to Borrower on or before December 15, 2005 (the
"December 2005 Transaction").  Borrower will not be a guarantor or borrower of
the FFC Loans.  The December 2005 Transaction will involve:  (i) an
accommodation mortgage of Borrower's "Highway 77" real property by Borrower to
Bluebonnet and JRPM as security for the FFC Loans, (ii) an accommodation pledge
by Borrower of stock in its subsidiaries First Financial Information Services,
Inc. and First Preference Properties, Inc. to JRPM as security for the FFC
Loans, and (iii) a transfer by Borrower of asset #61101 (901 Columbus Avenue,
Farm Lot 17, 3 12 D) and asset #61201 (325 9th Street, Farm Lot 43,
8A10 6 7 43) to First Preference Properties, Inc. (items (i) thru (iii) are
hereinafter called the "Affiliate Transfers").  Upon the effectiveness of this
Agreement, Lender hereby gives its consent to the Affiliate Transfers for
purposes of Section 6.2(f) (Transactions with Affiliates) and Section
6.2(j) (Transactions to Affiliates) of the Agreement.  Further, Lender
hereby confirms its consent to the existing loan to Borrower and related first
mortgage lien on the "Highway 77" real property by Borrower in favor of
Bluebonnet (as the assignee of Citizens State Bank) (outstanding principal
balance of approximately $675,000 as of the date hereof).




	
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8.                  
Conditions Precedent to Effectiveness.  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)              
Proof satisfactory to Lender that
Borrower has received a cash capital contribution from FFC in the amount of not
less than $1,000,000.00;


          (F)              
True, correct and complete copies
of the executed documentation evidencing the December 2005 Transaction;


         (G)             
An executed Intercreditor Agreement
among Bluebonnet, JRPM, FFC, Borrower and Lender (whether such parties have
signed the same or different counterparts); and


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


9.                  
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.

 




	
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10.              
In order to induce Lender to enter
into this Amendment, Borrower represents, warrants and covenants to Lender
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, waiver and consents 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.


11.              
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.


12.              
This Amendment shall be governed
by and construed in accordance with the laws of the State of Florida.


13.              
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.


14.              
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.


15.              
This Amendment shall inure to and
be binding upon and enforceable by Borrower and Lender and their respective
successors and assigns.




	
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16.              
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.


17.              
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.]

 

 

 

 

 

 

 

 




	
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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:  /s/
Charles LaCombe                                                   


                                                                              Name:                           Charles LaCombe

ATTEST:                                                               Its:
                President and Chief Executive Officer








By: 
       /s/ Cathy Davis                                 


Name: 
                 Cathy Davis

Its:                         Secretary










STATE
OF TEXAS




COUNTY
OF McLENNAN




On this 13th day of December, 2005, personally
appeared Charles LaCombe, as President and Chief Executive Officer of First
Preference Mortgage Corp., a Texas corporation ("Borrower"), and before me
executed the attached Eleventh Amendment to Mortgage Warehouse Loan and
Security Agreement, Waiver and Consent dated December ___, 2005, 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.




/s/ Mary Jane
Gonzales                                                           


Signature of Notary Public-State of Texas




                                                                                               


Print Name: Notary Public, State of Texas

Personally Known   X                                                                


Produced Identification                                      


Type of Identification:                                        


              (NOTARIAL SEAL)

 

 

 












	
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LENDER:




                              COLONIAL
BANK, N.A.






By:   /s/ Amy J. Nunneley                                          


Name:                           Amy J.
Nunneley

Its:                             Senior
Vice President






STATE
OF ALABAMA




COUNTY
OF MONTGOMERY




On this 13th day of December, 2005,
personally appeared Amy J. Nunneley, as Senior Vice President of Colonial Bank,
N.A., a national banking association, and before me executed the attached Eleventh
Amendment to Mortgage Warehouse Loan and Security Agreement, Consent and Waiver
dated as of December ___, 2005, 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.




 /s/
Nicole L LaRue                                                                 


Signature of Notary Public-State of Alabama




                                                                                               


Print Name: Notary Public, State of Alabama

Personally Known   X                                                              


Produced Identification                                      


Type of Identification:                                        


              (NOTARIAL SEAL)




	
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SCHEDULE 3




List of Shareholders and Ownership Interests












	
  Name

  	
  Percentage Ownership

  
	

   	

  
	
  First Financial Corporation

  	
  100%

  






















 

 

Also
see attached Organizational Chart.

 

 

 

 

 

 

 


 




























SCHEDULE A






List of covenants, compliance with which is waived
solely as of the respective period set forth opposite such covenant below:








	
  Covenant

  	
  Fiscal Period

  
	
  Section 6.3(c) of the Agreement (Adjusted Leverage
  Ratio)

  	
  Month ending 9/30/2005

  
	
  Section 13(F) of the Tenth Amendment to the
  Agreement dated September 28, 2005 (Requirement that Borrower receive a cash
  equity injection from its parent of at least $500,000 by 10/31/2005)

  	
  N/A