Exhibit 10.1
PATRIOT
The Patriot Group, LLC
November 23, 2004
American Business Financial Services, Inc.
Residential Mortgage Loan Warehouse and Residual Master Repurchase Agreement
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American Business Financial Services, Inc.
The Xxxxxxxxx Building
000 Xxxx Xxxxxx Xxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx, Chairman, President, Chief Executive Officer
and Chief Operating Officer
Ladies and Gentlemen:
Reference is made to the Commitment Letter, dated October 26, 2004,
executed and delivered by The Patriot Group, LLC, on behalf of itself, its
affiliates and subsidiaries ("Patriot") to, and accepted and executed by,
American Business Financial Services, Inc. (together with its affiliates and
subsidiaries, "ABFS") on October 27, 2004, as amended by that certain exchange
of emails between Patriot and ABFS on November 5, 2004, the letter from Patriot
to ABFS dated November 8, 2004, and the letter from ABFS to Patriot dated
November 9, 2004 (collectively, the "Commitment Letter"). Terms not defined
herein shall have the meanings ascribed to them in the Commitment Letter.
The deadline for execution and delivery of definitive documentation,
and satisfaction of initial conditions to effectiveness of the Committed
Facility is today, November 22, 2004. At the present time, all of the conditions
to execution and delivery of the Committed Facility have not yet been met. ABFS
has requested an extension of the November 22, 2004 deadline and Patriot has
agreed to extend this deadline. Patriot hereby extends the deadline for
execution and delivery of definitive documentation for the Committed Facility
and satisfaction of initial conditions of the Wet Warehouse and the Residual
Repo to December 3, 2004. Moreover, the deadline for the credit of $250,000
toward the Closing Fee (as contemplated in Annex I to Exhibit A-1 of the
Commitment Letter) is hereby extended to December 3, 2004.
In addition, on November 15, 2004, Patriot and the ABFS Entities
parties thereto entered into a Master Repurchase Agreement (the "Repurchase
Agreement"). ABFS has requested, and Patriot has agreed, that the Repurchase
Agreement, as amended and restated on or before December 3, 2004, with such
changes as Patriot may require in its sole discretion to reflect the addition of
closing conditions from the Commitment Letter which were not required to be
satisfied in connection with the execution of the Repurchase Agreement, along
with such other documentation as Patriot determines is necessary in connection
therewith, shall constitute the Residual Repo as defined in the Commitment
Letter. ABFS acknowledges and agrees that (i) Patriot has no obligation to
complete the Residual Repo as originally contemplated in the Commitment Letter
and (ii) the full turbo provisions contained in Section 6 of the Repurchase
Agreement shall survive the contemplated amendment and restatement of the
Repurchase Agreement.
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The Repurchase Agreement contained two conditions subsequent in Section
9(c) thereof which were required to be satisfied by today, November 22, 2004. As
of such date, these conditions subsequent have not been satisfied. Patriot
hereby extends the date for the satisfaction of these conditions subsequent from
November 22, 2004 to November 30, 2004.
Please indicate your acceptance of the terms hereof by returning to us
an executed counterpart hereof not later than 12:00 p.m., New York time, on
Tuesday, November 23, 2004, to be then deemed effective as of 5:00 p.m., New
York time, on Monday, November 22, 2004.
Very truly yours,
THE PATRIOT GROUP, LLC
By:/s/ Xxxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Co-Chief Executive Officer
Accepted and agreed to as of the date first written above by:
AMERICAN BUSINESS FINANCIAL SERVICES, INC.
By:/s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Chairman, President, Chief Executive Officer
and Chief Operating Officer
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