EXHIBIT 10.23
AMENDMENT NO. 14
TO MASTER REPURCHASE AGREEMENT
Amendment No. 14, dated as of March 31, 2004 (this "Amendment"),
between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the "Buyer") and
UNITED FINANCIAL MORTGAGE CORP. (the "Seller").
RECITALS
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The Buyer and the Seller are parties to that certain Master
Repurchase Agreement, dated as of August 29, 2001, as amended by Amendment
No. 1, dated as of August 28, 2002, Amendment No. 2, dated as of September
3, 2002, Amendment No. 3, dated as of September 26, 2002, Amendment No. 4,
dated as of October 1, 2002, Amendment No. 5, dated as of December 2, 2002,
Amendment No. 6 dated as of January 30, 2003, Amendment No. 7, dated as of
March 15, 2003, Amendment No. 8, dated as of May 30, 2003, Amendment No. 9,
dated as of July 16, 2003, Amendment No. 10, dated as of July 23, 2003,
Amendment No. 11, dated as of August 27, 2003, and Amendment No. 12, dated
as of December 16, 2003, Amendment No. 13, dated as of February 2, 2004 (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. Amendments.
1.1 Definitions. Section 2 of the Existing Repurchase Agreement is
hereby amended by:
(a) deleting the definition of "Maximum Aggregate Purchase Price"
in its entirety and replacing it with the following language:
""Maximum Aggregate Purchase Price" means ONE HUNDRED MILLION
DOLLARS ($100,000,000)."
(b) deleting clause (xiii) of the definition of "Market Value" in
its entirety and replacing it with the following:
"(xiii) when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase
Price of all Sub-Prime Mortgage Loans that are Purchased Mortgage Loans
exceeds $20 million;"
Section 2. Conditions Precedent. This Amendment shall become
effective on March 31, 2004 (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 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 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 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.
[SIGNATURE PAGE FOLLOWS]
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: _____________________________
Name:
Title:
Seller: UNITED FINANCIAL MORTGAGE CORP.,
as Seller
By: _____________________________
Name:
Title:
