Exhibit 10.15
EXECUTION VERSION
AMENDMENT NO. 12
TO MASTER REPURCHASE AGREEMENT
Amendment No. 12, dated as of October 31, 2003 (this
"Amendment"), between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL, LLC (the
"Buyer"), THE NEW YORK MORTGAGE COMPANY, LLC (the "Seller") and XXXXXX X.
XXXXXXX and XXXXXX X. XXXXXX (the "Guarantors").
RECITALS
The Buyer, the Seller and the Guarantors are parties to that certain
Master Repurchase Agreement, dated as of October 2, 2002, as amended by
Amendment No. 1, dated as of December 4, 2002, Amendment No. 2, dated as of
February 20, 2003, Amendment No. 3, dated as of April 22, 2003, Amendment No. 4,
dated as of July 1, 2003, Amendment No. 5, dated as of July 7, 2003, Amendment
No. 6, dated as of July 31, 2003, Amendment No. 7, dated as of August 4, 2003,
Amendment No. 8, dated as of August 9, 2003, Amendment No. 9, dated as of August
28, 2003, Amendment No. 10, dated as of September 17, 2003, and Amendment No.
11, dated as of October 1, 2003 (the "Existing Repurchase Agreement"; as amended
by this Amendment, the "Repurchase Agreement"). The Guarantors are party to that
certain Guaranty (as amended, the "Guaranty"), dated October 2, 2002 by the
Guarantors in favor of Buyer. Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Existing Repurchase
Agreement.
The Buyer, the Seller and the Guarantors 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. As a condition precedent to amending the Existing
Repurchase Agreement, the Buyer has required the Guarantors to ratify and affirm
the Guaranty on the date hereof.
Accordingly, the Buyer, the Seller and each Guarantor hereby agree,
in consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Repurchase Agreement is hereby amended, and the Guaranty is
hereby ratified and affirmed, as follows:
Section 1. Increased Maximum Aggregate Purchase Price Period. For
purposes of this Amendment, this Section 1 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" means FORTY MILLION DOLLARS
($40,000,000).
"Increased Maximum Aggregate Purchase Price Period" shall mean the
period beginning on October 31, 2003 through and including January 30, 2004.
"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 (a) the
Standard Aggregate Purchase Price plus (b) the Increased Aggregate Purchase
Price, which shall equal ONE HUNDRED MILLION DOLLARS ($100,000,000).
(c) Section 2 of the Existing Repurchase Agreement is hereby
temporarily amended by deleting the definition of "Market Value" in its
entirety and replacing it with the following language, which amendment
shall be effective solely during the Increased Maximum Aggregate Purchase
Price Period:
"Market Value" means, with respect to any Purchased Mortgage Loan as
of any date of determination, the whole-loan servicing released fair market
value of such Purchased Mortgage Loan on such date as determined by Buyer (or an
Affiliate thereof) in its sole discretion. Without limiting the generality of
the foregoing, Seller acknowledges that (a) in the event that a Purchased
Mortgage Loan is not subject to a Take-out Commitment, Buyer may deem the Market
Value for such Mortgage Loan to be no greater than par and (b) the Market Value
of a Purchased Mortgage Loan may be reduced to zero by Buyer if:
(i) a breach of a representation, warranty or covenant made by
Seller in this Agreement with respect to such Purchased Mortgage
Loan has occurred and is continuing;
(ii) such Purchased Mortgage Loan is a Non-Performing
Mortgage Loan;
(iii) such Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement (other
than to a Take-out Investor pursuant to a Bailee Letter) for a
period in excess of ten (10) calendar days;
(iv) such Purchased Mortgage Loan has been released from the
possession of the Custodian under the Custodial Agreement to a
Take-out Investor pursuant to a Bailee Letter for a period in excess
of 45 calendar days;
(v) such Purchased Mortgage Loan has been subject to a
Transaction hereunder for a period of greater than (a) 60 days for
all Mortgage Loans other than Aged Loans or (b) 90 days with respect
to each Aged Loan;
2
(vi) such Purchased Mortgage Loan is a Wet-Ink Mortgage Loan
for which the Mortgage File has not been delivered to the Custodian
on or prior to the seventh Business Day after the related Purchase
Date;
(vii) when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase
Price of all Aged Loans that are Purchased Mortgage Loans exceeds
$15 million;
(viii) when the Purchase Price for such Purchased Mortgage
Loan is added to other Purchased Mortgage Loans, the aggregate
Purchase Price of all Alt A Mortgage Loans that are Purchased
Mortgage Loans exceeds $45 million;
(ix) when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase
Price of all Second Lien Mortgage Loans that are Purchased Mortgage
Loans exceeds $7.5 million; or
(x) when the Purchase Price for such Purchased Mortgage Loan
is added to other Purchased Mortgage Loans, the aggregate Purchase
Price of all Wet-Ink Mortgage Loans that are Purchased Mortgage
Loans exceeds 30% of the Maximum Aggregate Purchase Price.
Section 2. Permanent Amendment. Section 2 of the Existing
Repurchase Agreement is hereby amended by deleting the definition of
"Termination Date" in its entirety and replacing it with the following
language:
"Termination Date" means the earlier of (a) January 30, 2004 and (b)
the date of the occurrence of an Event of Default.
Section 3. Conditions Precedent. This Amendment shall become
effective on October 31, 2003 (the "Amendment Effective Date"), subject to
the satisfaction of the following conditions precedent:
3.1 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 each Guarantor
and a duly authorized officer of the Buyer and Seller; and
(b) such other documents as the Buyer or counsel to the
Buyer may reasonably request.
Section 4. 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.
3
Section 5. 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 6. 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 7. 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.
Section 8. Reaffirmation of Guaranty. Each Guarantor hereby ratifies
and affirms all of the terms, covenants, conditions and obligations of the
Guaranty and acknowledges and agrees that such Guaranty shall apply to all of
the Obligations under the Master Repurchase Agreement, as it may be amended,
modified and in effect, from time to time.
[SIGNATURE PAGE FOLLOWS]
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/ Xxxxxxx X. Xxxxxxxx
____________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title:
Seller: THE NEW YORK MORTGAGE COMPANY, LLC,
AS SELLER
By: /s/ Xxxxxx X. Xxxxxxx
____________________________________
Name: Xxxxxx X. Xxxxxxx
Title: President
Guarantor:
/s/ Xxxxxx X. Xxxxxxx
______________________________________
XXXXXX X. XXXXXXX
Guarantor:
/s/ Xxxxxx X. Xxxxxx
______________________________________
XXXXXX X. XXXXXX
