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EXHIBIT 10.9
AMENDMENT NO, 1
TO
MASTER REPURCHASE AGREEMENT
THIS AMENDMENT NO. 1, is made as of March 26, 1998 ("Amendment No. 1"),
by and between Bear Xxxxxxx Home Equity Trust (f/k/a Bear Xxxxxxx Home Equity
Trust 1996-1) (the "Buyer") and Rock Financial Corporation (the "Seller).
WHEREAS, Buyer and Seller have previously entered into a Master
Repurchase Agreement dated as of March 26, 1997 (the "Agreement"); and
WHEREAS, Buyer and Seller intend to extend the termination date of the
Agreement until March 26, 1999 as described herein; and
WHEREAS, Buyer and Seller intend to make certain other amendments to the
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned in the Agreement. Capitalized terms
used in the Agreement whose definitions are modified in this Amendment No. 1
shall, for all purposes of the Agreement, be deemed to have such modified
definition.
Section 2. Termination. Paragraph 22(b) of the Agreement is hereby
deleted in its entirety and replaced with the following:
(b) The Agreement and all Transactions outstanding hereunder
shall terminate automatically without any requirement for notice on
March 26, 1999; provided, however, that the Agreement and any
Transaction outstanding hereunder may be extended by mutual agreement of
Buyer and the Seller; and provided further, however, that no such party
shall be obligated to agree to such an extension.
Section 3. Confidentiality. The Seller acknowledges that
the pricing terms and rates relating to the Agreement and each Transaction
thereunder (the "Information") are confidential in nature and Seller
agrees that, unless otherwise directed by a court or regulatory entity of
competent jurisdiction or as may be required by federal or state law (which
determination as to federal or state law shall be based upon written advice of
counsel), it shall limit the distribution of the Information and the
disclosure of the Information to its officers, employees, attorneys,
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accountants and agents as required in order to conduct its business with the
other parties hereto.
Seller hereby acknowledges and agrees that any and all information concerning
the Seller that is furnished by Seller to Buyer or any of its affiliates may be
used by Buyer or any other affiliate of Buyer, which is engaged in a business
relationship with Seller, without any liability to the Seller, to the extent
such information is obtained by Buyer or such an affiliate from Buyer; provided,
however, that no such information will be used by Buyer or an affiliate of Buyer
in violation of the federal or state securities laws.
Seller further acknowledges and agrees that any confidentiality agreement that
may now or hereafter exist between the Seller and Buyer or any affiliate of
Buyer shall not preclude the disclosure of any information between or among
Buyer and any of its affiliates doing business with Seller.
Section 4. Expenses. Each party hereto shall pay its own expenses in
connection with this Amendment No. 1.
Section 5. Controlling Law. This Amendment No. 1 shall be governed and
construed in accordance with the laws of the State of New York applicable to
agreements made and entirely performed therein.
Section 6. Interpretation. The provisions of the Agreement shall be
read so as to give effect to the provisions of this Amendment No. 1.
Section 7. Counterparts. This Amendment No. 1 may be executed in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same
instrument.
Section 8. Ratification and Confirmation. As amended by this Amendment
No. 1, the Agreement is hereby in all respects ratified and confirmed, and the
Agreement as amended by this Amendment No. 1 shall be read, taken and construed
as one and the same instrument.
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IN WITNESS WHEREOF, Buyer and Sellers have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all as
of the date first above written.
BEAR XXXXXXX HOME EQUITY TRUST
BY: BEAR XXXXXXX MORTGAGE CAPITAL
CORPORATION
By: /s/ Xxxx X. Xxxxxx
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NAME: Xxxx X. Xxxxxx
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TITLE: Sr. Vice President
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ROCK FINANCIAL CORPORATION
By:
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NAME:
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TITLE:
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[BEAR XXXXXXX LETTERHEAD]
April 7,1998
[VIA FACSIMILE 000-000-0000]
Mr, Xxxxx Xxxxxxxxxxx
Chief Financial Officer
Rock Financial Corporation
00000 Xxxxxxxxx Xxxx - 0xx Xx.
Xxxxxxx Xxxxx, XX 00000
Dear Xxxxx:
This letter specifies the dollar limit of the non-committed credit facility that
you have established with Bear Xxxxxxx. This facility is subject to the terms
and provisions set forth in the Master Repurchase Agreement between you and
Bear Xxxxxxx Home Equity Trust which provides, among other things, that any
financing transaction is subject to the approval of Bear Xxxxxxx. Bear Xxxxxxx
advises you that, in its discretion, it may approve financing up to
$100,000,000. Furthermore, upon completion of your proposed IPO, Bear Xxxxxxx
may approve financing up to $200,000,000.
Please call me if you have any questions.
Very truly yours,
[SIG]
