EXHIBIT 10.16
AMENDMENT NO. 10
TO MASTER REPURCHASE AGREEMENT
Amendment No. 10, dated as of July 23, 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, 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, and Amendment No. 9, dated as of July
16, 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 Standard Aggregate Purchase Price Period.
For purposes of this Amendment, this Section 1 will be effective only during the
period beginning on July 23, 2003 through and including August 27, 2003 (the
"Increased Standard Aggregate Purchase Price Period".
(a) Section 2 of the Existing Repurchase Agreement is hereby
temporarily amended by deleting the definitions of "Maximum Aggregate
Purchase Price" and "Standard Aggregate Purchase Price" in their
entirety and replacing them with the following language, which
amendment shall be effective solely during the Increased Standard
Aggregate Purchase Price Period:
""Maximum Aggregate Purchase Price" means the sum of (a) the
Standard Aggregate Purchase Price plus (b) the Increased Aggregate Purchase
Price, which shall equal ONE HUNDRED TWENTY MILLION DOLLARS ($120,000,000). All
funds made available by Buyer to Seller under this Agreement will first be
attributed to the Standard Aggregate Purchase Price."
""Standard Aggregate Purchase Price" means ONE HUNDRED MILLION
DOLLARS ($100,000,000)."
SECTION 2. Conditions Precedent. This Amendment shall become
effective on July 23, 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. The
amendments set forth in this Amendment shall expire upon the expiration of the
Increased Standard Aggregate Purchase Price Period at which time the definition
of Maximum Aggregate Purchase Price shall revert to that set forth in the
Existing Repurchase Agreement.
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]
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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
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Name: Xxxx Xxxxxxxx
Title: Vice President
Seller: UNITED FINANCIAL MORTGAGE CORP.,
AS SELLER
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: President and Chief
Executive Officer
