EXHIBIT 10.14
AMENDMENT NO. 8
TO MASTER REPURCHASE AGREEMENT
Amendment No. 8, dated as of September 12, 2003 (this
"Amendment"), between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the
"Buyer") and OAK STREET MORTGAGE LLC (formerly known as Cresleigh Financial
Services LLC (the "Seller").
RECITALS
The Buyer and the Seller are parties to that certain Master
Repurchase Agreement, dated as of March 1, 2002, as amended by Amendment No. 1,
dated as of May 30, 2002, Amendment No. 2, dated as of September 29, 2002,
Amendment No. 3, dated as of October 30, 2002, Amendment No. 4, dated as of
December 16, 2002, Amendment No. 5, dated as of February 27, 2003, Amendment No.
6, dated as of May 1, 2003 and Amendment No. 7, dated as of May 15, 2003 (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 and the Seller 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.
Accordingly, the Buyer and the Seller 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. Increased Maximum Aggregate Cash Purchase Price
Period. For purposes of this Amendment, this Section 2 will be effective only
during the period beginning on September 12, 2003 through and including November
10, 2003 (the "Increased Maximum Aggregate Cash Purchase Price Period").
1.1 Definitions.
(a) Section 2 of the Existing Repurchase Agreement is
hereby temporarily amended by deleting the definition of "Maximum
Aggregate Cash Purchase Price" in its entirety and replacing it with
the following language, which amendment shall be effective solely
during the Increased Maximum Aggregate Cash Purchase Price Period:
"Maximum Aggregate Cash Purchase Price" means ONE HUNDRED
TWENTY FIVE MILLION DOLLARS ($125,000,000).
(b) Section 2 of the Existing Repurchase Agreement is
hereby temporarily amended by deleting the definition of "Market Value"
in its entirety and replacing it with the following language, which
amendment shall be effective solely during the Increased Maximum
Aggregate Cash Purchase Price Period:
1
"Market Value" means, with respect to any Purchased Mortgage
Loan as of any date of determination, the whole loan servicing released fair
market value of such Purchased Mortgage Loan on such date as determined by Buyer
(or an Affiliate thereof) in its sole discretion. Without limiting the
generality of the foregoing, Seller acknowledges that the Market Value of a
Purchased Mortgage Loan may be reduced to zero by Buyer (and, to the extent that
such reduction causes a Margin Call pursuant to Section 6(a), such reduction
shall be communicated to Seller) if:
(i) a material breach of a representation,
warranty or covenant made by Seller in this Agreement with
respect to such Purchased Mortgage Loan which adversely
affects its collectibility or Market Value has occurred and is
continuing;
(ii) such Purchased Mortgage Loan is a
Non-Performing Mortgage Loan;
(iii) such Purchased Mortgage Loan has been
released from the possession of the Custodian under the
Custodial Agreement (other than to a Take-out Investor
pursuant to a Bailee Letter) for a period in excess of ten
(10) calendar days;
(iv) such Purchased Mortgage Loan has been
released from the possession of the Custodian under the
Custodial Agreement to a Take-out Investor pursuant to a
Bailee Letter for a period in excess of 45 calendar days;
(v) such Purchased Mortgage Loan has been
subject to a Transaction hereunder for a period of greater
than 90 days;
(vi) such Purchased Mortgage Loan is a Wet-Ink
Mortgage Loan, for which the Mortgage File has not been
delivered to the Custodian on or prior to the seventh Business
Day after the related Purchase Date;
(vii) when the Mortgage Loan is a Second Lien
Mortgage Loan and the Cash Purchase Price for such Purchased
Mortgage Loan is added to other Purchased Mortgage Loans, the
aggregate Cash Purchase Price of all Second Lien Mortgage
Loans that are Purchased Mortgage Loans exceeds $7.5 million;
(viii) when the Mortgage Loan is a Sub-Prime
Mortgage Loan and the Cash Purchase Price for such Purchased
Mortgage Loan is added to other Purchased Mortgage Loans, the
aggregate Cash Purchase Price of all Sub-Prime Mortgage Loans
that are Purchased Mortgage Loans exceeds $60 million; or
(ix) during the first five (5) Business Days and
the last three (3) Business Days of each calendar month, when
the Mortgage Loan is a Wet-Ink Mortgage Loan and the Cash
Purchase Price for such Purchased Mortgage Loan is added to
other Purchased Mortgage Loans, the aggregate Cash Purchase
Price of all Wet-Ink Mortgage Loans that are Purchased
Mortgage Loans exceeds 40% of the Maximum Aggregate Cash
Purchase Price.
2
(x) other than during the first five (5)
Business Days and the last three (3) Business Days of each
calendar month, when the Mortgage Loan is a Wet-Ink Mortgage
Loan and the Cash Purchase Price for such Purchased Mortgage
Loan is added to other Purchased Mortgage Loans, the aggregate
Cash Purchase Price of all Wet-Ink Mortgage Loans that are
Purchased Mortgage Loans exceeds 30% of the Maximum Aggregate
Cash Purchase Price.
1.2 Covenants. Section 14 of the Existing Repurchase Agreement
is hereby temporarily amended by deleting subsection (a) thereof in its entirety
and replacing it with the following, which amendment shall be effective solely
during the Increased Maximum Aggregate Cash Purchase Price Period:
"Adjusted Net Worth. Seller shall maintain an Adjusted Net
Worth of at least $12 million."
SECTION 2. Conditions Precedent. This Amendment shall become
effective on September 12, 2003 (the "Amendment Effective Date"), subject to the
satisfaction of the following conditions precedent:
2.1 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 a duly
authorized officer of the Buyer and the Seller;
(b) such other documents as the Buyer or counsel to the Buyer
may reasonably request.
SECTION 3. Representations and Warranties. The Seller hereby
represents and warrants to the Buyer that it is in compliance with all the terms
and provisions set forth in the Repurchase Agreement on its 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 4. 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 5. 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 6. 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.
3
[SIGNATURE PAGE FOLLOWS]
4
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
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
Seller:
OAK STREET MORTGAGE LLC
as Seller
By: /s/ Xxxxx X. Royal
--------------------------------------------
Name: Xxxxx X. Royal
Title: Chief Financial Officer
