Amendment to Commitment Letter and Master Mortgage Loan Warehousing Agreement between CITICAPITAL COMMERCIAL CORPORATION and Ocean West Enterprises, Inc. (December 17, 2001)

Summary

This amendment, effective December 17, 2001, is between CITICAPITAL COMMERCIAL CORPORATION (dba First Collateral Services) and Ocean West Enterprises, Inc. It modifies the original Commitment Letter and Master Mortgage Loan Warehousing Agreement by waiving certain financial covenant defaults for specified periods in 2001. The company must meet updated financial ratios and minimums by December 31, 2001, or risk default. All other terms remain unchanged. The amendment must be signed and returned by December 27, 2001, to be effective.

EX-10.(VII) 7 dex10vii.txt AMENDMENT TO COMMITMENT LTR - 12/17/01 Exhibit 10(vii) [LETTERHEAD OF FIRST COLLATERAL] December 17, 2001 Marshall Stewart President Ocean West Enterprises, Inc. 15991 Redhill Avenue, Suite 110 Tustin, CA 92780 Re: Master Mortgage Loan Warehousing Agreement dated October 1, 1997 and Commitment Letter dated October 1, 1997 Dear Mr. Stewart: This letter amends the Commitment Letter dated October 1, 1997, and Master Mortgage Loan Warehousing Agreement dated October 1, 1997 (collectively hereafter referred to as the "Agreement"). All other terms and conditions, except as specified below, remain unchanged as defined in the original documents referenced above. Customer Number: - --------------- 5769 Effective Date: - -------------- Day Lender receives this executed amendment to the above-referenced Commitment Letter and Master Mortgage Loan Warehousing Agreement. Maturity Date: - ------------- February 15, 2002 Minimum Permitted Current Ratio: - ------------------------------- Company is in default of the Minimum Permitted Current Ratio requirement for the periods ending March 31, 2001, June 30, 2001 and September 30, 2001. Lender waives the default for those periods only. The Minimum Permitted Current Ratio requirement for the period ending December 31, 2001 shall be 1.05 to 1. Failure to return the Minimum Permitted Current Ratio to the required 1.05 by December 31, 2001 will be an Event of Default under the terms of the above referenced Master Mortgage Loan Warehousing Agreement. Ocean West Enterprises, Inc. December 17, 2001 Page 2 Permitted Debt to Tangible Net Worth Ratio: - ------------------------------------------ Company is in default of the Permitted Debt to Tangible Net Worth Ratio requirement for the periods ending March 31, 2001, June 30, 2001 and September 30, 2001. Lender waives the default for those periods only. The Permitted Debt to Tangible Net Worth Ratio requirement for the period ending December 31, 2001 shall be 20 to 1. Failure to return the Permitted Debt to Tangible Net Worth Ratio to the required 20 to 1 by December 31, 2001 will be an Event of Default under the terms of the above referenced Master Mortgage Loan Warehousing Agreement. Permitted Debt to Equity Base Ratio: - ----------------------------------- Company is in default of the Permitted Debt to Equity Base Ratio requirement for the periods ending March 31, 2001, June 30, 2001 and September 30, 2001. Lender waives the default for those periods only. The Permitted Debt to Equity Base Ratio requirement for the period ending December 31, 2001 shall be 20 to 1. Failure to return the Permitted Debt to Equity Base Ratio to the required 20 to 1 by December 31, 2001 will be an Event of Default under the terms of the above reference Master Mortgage Loan Warehousing Agreement. Minimum Permitted Tangible Net Worth: - ------------------------------------ Company is in default of the Minimum Permitted Tangible Net Worth requirement for the periods ending March 31, 2001, June 30, 2001 and September 30, 2001. Lender waives the default for those periods only. The Minimum Permitted Tangible Net Worth requirement for the period ending December 31, 2001 shall be $1,000,000. Failure to return the Minimum Permitted Tangible Net Worth to the required $1,000,000 by December 31, 2001 will be an Event of Default under the terms of the above referenced Master Mortgage Loan Warehousing Agreement. Minimum Permitted Equity Base: - ----------------------------- Company is in default of the Minimum Permitted Equity Base requirement for the periods ending March 31, 2001, June 30, 2001 and September 30, 2001. Lender waives the default for those periods only. The Minimum Permitted Equity Base requirement for the period ending December 31, 2001 shall be $1,000,000. Failure to return the Minimum Permitted Equity Base to the required $1,000,000 by December 31, 2001 will be an Event of Default under the terms of the above referenced Master Mortgage Loan Warehousing Agreement. Ocean West Enterprises, Inc. December 17, 2001 Page 3 This amendment is effective on the Effective Date stated herein, provided however, it is executed and returned no later than December 27, 2001. Failure to return the executed copy will, at Lender's option, reinstate the Commitment as it existed prior to this amendment. The enclosed copy is for your records. Very truly yours, CITICAPITAL COMMERCIAL CORPORATION DBA FIRST COLLATERAL SERVICES By /s/ David C. Hilliker ---------------------------------------- David C. Hilliker Vice President AGREED TO AND ACCEPTED this 19 day of December, 2001. Ocean West Enterprises, Inc. a California corporation By /s/ Marshall Stewart ------------------------ Marshall Stewart President