EXHIBIT 10.13
AMENDMENT NO. 7
TO MASTER REPURCHASE AGREEMENT
Amendment No. 7, dated as of March 15, 2003 (this
"Amendment"), between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the
"Buyer") and UNITED FINANCIAL MORTGAGE CORP. (the "Seller").
RECITALS
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 and Amendment No.
6 dated as of January 30, 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 Purchase Price Period.
For purposes of this Amendment, this Section 2 will be effective only during the
Increased Maximum Aggregate Purchase Price Period.
1.1 Definitions.
(a) Section 2 of the Existing Repurchase Agreement is hereby
temporarily amended by adding the following defined terms, which amendment shall
be effective solely during the Increased Maximum Aggregate Purchase Price Period
(as defined below):
"Increased Aggregate Purchase Price" shall mean TWENTY MILLION
DOLLARS ($20,000,000).
"Increased Purchase Price Mortgage Loans" means a Mortgage
Loan which is purchased with the proceeds of the Increased Aggregate Purchase
Price. Any Mortgage Loans subject to a Transaction will first be attributed to
the Standard Aggregate Purchase Price prior to any Mortgage Loans being
attributed to the Increased Aggregate Purchase Price. To the extent that funds
are no longer available under the Standard Aggregate Purchase Price, any further
Mortgage Loans subject to a Transaction will be considered Increased Purchase
Price Mortgage Loans. For purposes of this Agreement, Mortgage Loans will be
allocated first to the Standard
Aggregate Purchase Price based on the date on which such Mortgage Loan becomes
subject to this Agreement, commencing from the earliest date to the most recent
date.
"Increased Maximum Aggregate Purchase Price Period" shall mean
the period beginning on March 15, 2003 through and including May 14, 2003.
"Standard Aggregate Purchase Price" means SIXTY MILLION
DOLLARS ($60,000,000)."
(b) Section 2 of the Existing Repurchase Agreement is hereby
temporarily amended by deleting the definition of "Maximum Aggregate
Purchase Price" in its entirety and replacing it with the following
language, which amendment shall be effective solely during the
Increased Maximum Aggregate Purchase Price Period:
""Maximum Aggregate Purchase Price" means the sum of the
Increased Purchase Price and the Standard Aggregate Purchase Price, which sum
equals EIGHTY MILLION DOLLARS ($80,000,000). All funds made available by Buyer
to Seller under this Agreement will first be attributed to the Standard
Aggregate Purchase Price."
(c) The definition of "Purchase Price" is hereby amended by
deleting it in its entirety and replacing it with the following:
"Purchase Price" means, on the Purchase Date:
(i) in the case of Purchased Mortgage Loans (other than
Non-Performing Mortgage Loans, One Hundred Eighty Day Aged Loans, Repurchased
Mortgage Loans or Increased Purchase Price Mortgage Loans), the price at which
each Purchased Mortgage Loan is transferred by Seller to Buyer, which shall not
exceed the lesser of (A) the outstanding principal amount thereof as set forth
on the related Mortgage Loan Schedule and Exception Report and (B) (1) the
Market Value of such Purchased Mortgage Loan multiplied by (2) the applicable
Purchase Price Percentage; or
(ii) in the case of Purchased Mortgage Loans which are
Non-Performing Mortgage Loans or One Hundred Eighty Day Aged Loans (other than
Repurchased Mortgage Loans or Increased Purchase Price Mortgage Loans), the
lesser of (1) the product of (A)(x) for the first 30 days in which the Purchased
Mortgage Loan is subject to a Transaction or held by the Custodian for the
benefit of the Buyer, 70% of the outstanding principal balance thereof as set
forth in the related Mortgage Loan Schedule; and (y) thereafter, 70% minus an
additional 10% for each 30-day period following the 30th day in which the
Purchased Mortgage Loan is subject to a Transaction or held by the Custodian for
the benefit of the Buyer multiplied by (B) the outstanding principal balance
thereof as set forth in the related Mortgage Loan Schedule and (2) the Market
Value of such Mortgage Loan multiplied by the applicable Purchase Price
Percentage for such Mortgage Loan; or
(iii) in the case of Purchased Mortgage Loans which are
Repurchased Mortgage Loans, the lesser of (1) 90% of the value reflected in the
most recent BPO, (2) the outstanding principal balance thereof as set forth in
the related Mortgage Loan Schedule multiplied by the applicable Purchase Price
Percentage or (3) 90% of the Market Value of such Mortgage Loan; or
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(iv) in the case of Purchased Mortgage Loans which are
Increased Purchase Price Mortgage Loans, the applicable Purchase Price
Percentage multiplied by the lesser of (A) the outstanding principal amount
thereof as set forth on the related Mortgage Loan Schedule and Exception Report
and (B) the Market Value of such Purchased Mortgage Loan; or
(v) thereafter, except where Buyer and Seller agree otherwise,
the amount determined under the preceding clauses (i), (ii), (iii) or (iv)
decreased by the amount of any cash transferred by Seller to Buyer pursuant to
Section 4(c) hereof or applied to reduce Seller's obligations under clause (ii)
of Section 4(b) hereof.
(d) By deleting the definition of "Purchase Price Percentage"
in its entirety and replacing it with the following:
"Purchase Price Percentage" means, with respect to each
Mortgage Loan, the following percentage, as applicable:
(i) With respect to each Mortgage Loan which is an
Increased Purchased Price Mortgage Loan, the following percentage, as
applicable:
(a) 80% with respect to Transactions the subject of which are
Sub-Prime Mortgage Loans;
(b) 80% with respect to Transactions the subject of which are
Second Lien Mortgage Loans;
(c) 85% with respect to Transactions the subject of which are
Alt-A Mortgage Loans (other than Second Lien Mortgage Loans);
(d) 92% with respect to Transactions the subject of which are
Conforming Mortgage Loans (other than Second Lien Mortgage Loans);
(e) 92% with respect to Transactions the subject of which are
Jumbo Mortgage Loans (other than Second Lien Mortgage Loans); and
(i) With respect to each Mortgage Loan (other than
Increased Purchase Price Mortgage Loans), the following percentage, as
applicable:
(a) 75% with respect to Transactions the subject of which are
Repurchased Mortgage Loans;
(b) 95% with respect to Purchased Mortgage Loans that are
Non-Performing Mortgage Loans (other than Repurchased Mortgage Loans);
(c) 95% with respect to Purchased Mortgage Loans that are One
Hundred Eighty Day Aged Loans (other than Repurchased Mortgage Loans);
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(d) 95% with respect to Purchased Mortgage Loans that are
Second Lien Mortgage Loans (other than Non-Performing Mortgage Loans,
One Hundred Eighty Day Aged Loans or Repurchased Mortgage Loans);
(e) 96% with respect to Purchased Mortgage Loans that are
Sub-Prime Mortgage Loans (other than Repurchased Mortgage Loans, One
Hundred Eighty Day Aged Loans or Non-Performing Mortgage Loans);
(f) 98% with respect to Purchased Mortgage Loans that are Alt
A Mortgage Loans (other than Non-Performing Mortgage Loans, One Hundred
Eighty Day Aged Loans or Repurchased Mortgage Loans);
(g) 98% with respect to Purchased Mortgage Loans that are
Jumbo Mortgage Loans (other than Non-Performing Mortgage Loans, One
Hundred Eighty Day Aged Loans or Repurchased Mortgage Loans); or
98% with respect to Transactions the subject of which are
first lien Conforming Mortgage Loans (other than Non-Performing
Mortgage Loans, One Hundred Eighty Day Aged Loans or Repurchased
Mortgage Loans).
SECTION 2. Conditions Precedent. This Amendment shall become
effective on March 15, 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 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.
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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]
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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/ Xxxx Xxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
Seller: UNITED FINANCIAL MORTGAGE CORP.,
AS SELLER
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Financial Officer
