AMENDMENT NUMBER TEN to the MASTER REPURCHASE AGREEMENT Dated as of March 24, 2010, between SIRVA MORTGAGE, INC. and CITIBANK, N.A.
Exhibit 10.16
EXECUTION
AMENDMENT NUMBER TEN
to the
Dated as of March 24, 2010,
between
SIRVA MORTGAGE, INC.
and
CITIBANK, N.A.
This AMENDMENT NUMBER TEN (this “Amendment Number Ten”) is made this 9th day of November, 2012, between SIRVA MORTGAGE, INC. (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of March 24, 2010, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
RECITALS
WHEREAS, Seller has requested that Buyer agree to amend the Agreement to extend the term of the Agreement and provide for an additional commitment fee with respect thereto, and the Buyer has agreed, subject to the terms set forth herein; and
WHEREAS, as of the date hereof, Seller represents to Buyer that Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Effective as of November 9, 2012 (the “Amendment Effective Date”), the Agreement is hereby amended as follows:
(a) Section 2 of the Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety and replacing it with the following:
“Termination Date” shall mean December 14, 2012, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.
(b) Section 2 of the Agreement is amended by adding a new definition of “November 2012 Extension Fee” in the appropriate alphabetical order as follows:
“November 2012 Extension Fee” shall mean an amount equal to $19,444.44.
(c) Section 4(c) of the Agreement is hereby amended by adding the following language at the end of such section:
As consideration for the extension of the Termination Date from November 9, 2012 to December 14, 2012, Seller agrees to pay to Buyer an additional commitment fee equal to the November 2012 Extension Fee, such payment to be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, and payable on or prior to November 9, 2012. Buyer may, in its sole discretion, net any portion or all of the November 2012 Extension Fee then due and payable from the proceeds of any Purchase Price paid to Seller. The November 2012 Extension Fee is and shall be deemed to be fully earned and non-refundable as of November 9, 2012.
SECTION 2. Fees and Expenses. Seller agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Ten (including all reasonable fees and out of pocket costs and expenses of the Buyer’s legal counsel) in accordance with Sections 23 and 25 of the Agreement.
SECTION 3. Representations. Seller hereby represents to Buyer that as of the date hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.
SECTION 4. Binding Effect; Governing Law. This Amendment Number Ten shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER TEN SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
SECTION 5. Counterparts. This Amendment Number Ten 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. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. This Amendment Number Ten shall be effective for only the time period set forth in Section 1 above and shall not be deemed to and shall not, operate as a waiver of any term of the Agreement. Reference to this Amendment Number Ten need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.
2
IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment Number Ten to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.
| SIRVA MORTGAGE, INC. | ||
| (Seller) | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx | |
| Title: | President | |
| CITIBANK, N.A. | ||
| (Buyer) | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice president Citibank, N.A. | |
