EXHIBIT 10.4
EXECUTION VERSION
AMENDMENT NO. 1
TO MASTER REPURCHASE AGREEMENT
Amendment No. 1, dated as of December 4, 2002 (this "Amendment"),
between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL, LLC (the "Buyer"), THE NEW
YORK MORTGAGE COMPANY, LLC (the "Seller") and XXXXXX X. XXXXXXX and XXXXXX X.
XXXXXX (the "Guarantors").
RECITALS
The Buyer, the Seller and the Guarantors are parties to that certain
Master Repurchase Agreement, dated as of October 2, 2002 (the "Existing
Repurchase Agreement"; as amended by this Amendment, the "Repurchase
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the meanings given to them in the Existing Repurchase Agreement.
The Buyer, the Seller and the Guarantors have agreed, subject to the
terms and conditions of this Amendment, that the Existing Repurchase Agreement
be amended to reflect certain agreed upon revisions to the terms of the Existing
Repurchase Agreement. As a condition precedent to amending the Existing Master
Repurchase Agreement, the Buyer has required the Guarantors to ratify and affirm
the Guaranty on the date hereof.
Accordingly, the Buyer, the Seller and each Guarantor hereby agree,
in consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Repurchase Agreement is hereby amended as follows:
SECTION 1. Definitions. Section 2 of the Existing Repurchase
Agreement is hereby amended as follows:
1.1 By deleting the definition of "Maximum Aggregate Purchase Price"
in its entirety and replacing it with the following:
""Maximum Aggregate Purchase Price" means SIXTY MILLION DOLLARS
($60,000,000)."
1.2 By inserting the following definition in its proper alphabetical
order:
""Guaranty Trigger Event" shall mean the Seller's Adjusted Tangible
Net Worth is at or below $5.0 million."
SECTION 2. Covenants.
(a) Section 14(a) of the Existing Master Repurchase Agreement is
hereby amended by deleting it in its entirety and replacing it with the
following:
"Adjusted Tangible Net Worth. Seller shall maintain an Adjusted
Tangible Net Worth of at least $5.0 million."
(b) Section 14(b) of the Existing Master Repurchase Agreement is
hereby amended by deleting it in its entirety and replacing it with the
following:
"Indebtedness to Adjusted Tangible Net Worth Ratio. Seller's ratio
of Indebtedness to Adjusted Tangible Net Worth shall not exceed 15:1."
SECTION 3. Conditions Precedent. This Amendment shall become
effective on December 4, 2002 (the "Amendment Effective Date"), subject to the
satisfaction of the following conditions precedent:
3.1 Delivered Documents. On the Amendment Effective Date, the Buyer
shall have received the following documents, each of which shall be satisfactory
to the Buyer in form and substance:
(a) this Amendment, executed and delivered by each Guarantor and a
duly authorized officer of the Buyer and Seller;
(b) Amendment No. 1 to the Guaranty, executed and delivered by each
Guarantor and a duly authorized officer of the Buyer; and
(c) such other documents as the Buyer or counsel to the Buyer may
reasonably request.
SECTION 4. Representations and Warranties. The Seller hereby
represents and warrants to the Buyer that they are in compliance with all the
terms and provisions set forth in the Repurchase Agreement on their part to be
observed or performed, and that no Event of Default has occurred or is
continuing, and hereby confirm and reaffirm the representations and warranties
contained in Section 13 of the Repurchase Agreement.
SECTION 5. Limited Effect. Except as expressly amended and modified
by this Amendment, the Existing Repurchase Agreement shall continue to be, and
shall remain, in full force and effect in accordance with its terms.
SECTION 6. Counterparts. This Amendment may be executed by each of
the parties hereto on any number of separate counterparts, each of which shall
be an original and all of which taken together shall constitute one and the same
instrument.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.
SECTION 8. Reaffirmation of Guaranty. Each Guarantor hereby ratifies
and affirms all of the terms, covenants, conditions and obligations of the
Guaranty and acknowledges and agrees that such Guaranty shall apply to all of
the Obligations under the Master Repurchase Agreement, as it may be amended,
modified and in effect, from time to time.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.
Buyer: CREDIT SUISSE FIRST BOSTON MORTGAGE
CAPITAL LLC,
AS BUYER
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title:
Seller: THE NEW YORK MORTGAGE COMPANY, LLC,
AS SELLER
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President
Guarantor:
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
Guarantor:
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
