Second Amendment to Purchase and Assumption Agreement among Matrix Financial Services Corporation, Matrix Capital Bank, and Ampro Mortgage Corporation

Summary

Matrix Financial Services Corporation, Matrix Capital Bank, and Ampro Mortgage Corporation have agreed to amend their existing Purchase and Assumption Agreement. This amendment allows the Seller to increase the available funds under a related loan purchase program with Countrywide Home Loans from $100 million to $150 million. All other terms of the original agreement and prior amendment remain unchanged, except for this increase in available funds. The amendment is effective as of July 22, 2003.

EX-10.1 3 ex10-1tojune2003q.txt Exhibit 10.1 SECOND AMENDMENT TO PURCHASE AND ASSUMPTION AGREEMENT This Second Amendment (the "Second Amendment") to the Purchase and Assumption Agreement (the "Agreement") is entered into as of this 22nd day of July, 2003 by and between MATRIX FINANCIAL SERVICES CORPORATION, an Arizona corporation ("Seller"), MATRIX CAPITAL BANK, a federal savings bank ("Parent"), and AMPRO MORTGAGE CORPORATION, a Delaware corporation ("Purchaser"). The Seller, Parent and Purchaser together shall be the "Parties". Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Agreement. WHEREAS, at the desire of and agreement by the Parties, on April 17, 2003, the Seller entered into the Early Purchase Program Addendum to Loan Purchase Agreement (the "EPP Addendum") with Countrywide Home Loans, Inc. ("Countrywide"), in the amount of One Hundred Million Dollars and No Cents ($100,000,000.00); and WHEREAS, on April 18, 2003, the Parties executed that certain Amendment to Purchase and Assumption Agreement (the "First Amendment") in order to amend the Agreement to accommodate that transaction; and WHEREAS, the Parties have now determined it is in the best interests of the Parties for Seller to enter into an Amendment No. 1 to Early Purchase Program Addendum to Loan Purchase Agreement (the "EPP Addendum Amendment") with Countrywide in order to increase the available funds to One Hundred Fifty Million Dollars and No Cents ($150,000,000.00). NOW, THEREFORE, in consideration of the premises and the mutual undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties affirm and agree as follows: 1. The Acquired Division shall enter into that certain EPP Addendum Amendment with Countrywide to increase the maximum amount of available funds to One Hundred Fifty Million Dollars and No Cents ($150,000,000.00). 2. The Parties reaffirm all of the provisions, terms and modifications contained in the First Amendment, with the exception that wherever the First Amendment refers to the Countrywide Early Purchase Program, such reference shall be deemed to mean and include the Countrywide Early Purchase Program as amended by the EPP Addendum Amendment. 3. Except to the extent expressly provided in this Second Amendment and the First Amendment, all terms of the Agreement shall remain in full force and effect and unaffected by the terms of this Second Amendment. 4. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be executed as of the date first written above. MATRIX FINANCIAL SERVICES CORPORATION By:_________________________ Name: Title: MATRIX CAPITAL BANK By:________________________ Name: Title: AMPRO MORTGAGE CORPORATION By:________________________ Name: Title: 2