EXHIBIT 10.11
AMENDMENT NO. 5
TO MASTER REPURCHASE AGREEMENT
Amendment No. 5, dated as of December 2, 2002 (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 and Amendment No. 4, dated as of
October 1, 2002 (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. Definitions. Section 2 of the Existing Repurchase
Agreement is hereby amended by deleting the definition of "Pricing Rate
Reduction Threshold" in its entirety and replacing it with the following:
"Pricing Rate Reduction Threshold" shall mean 50% of the
Maximum Aggregate Purchase Price.
SECTION 2. Increased Maximum Aggregate Purchase Price Period.
For purposes of this Amendment, this Section 2 will be effective only during the
Increased Maximum Aggregate Purchase Price Period.
2.1 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 Maximum Aggregate Purchase Price Period" shall
mean the period beginning on the date hereof through and including January 30,
2003.
(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 SIXTY MILLION
DOLLARS ($60,000,000)."
SECTION 3. Conditions Precedent. This Amendment shall become
effective on December 2, 2002 (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 a duly
authorized officer of the Buyer and Seller;
(b) Evidence, in form and substance satisfactory to the Buyer,
that the Seller has deposited $600,000 in cash collateral to the
account specified in Section 9 of the Repurchase Agreement;
(c) 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.
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.
[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
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
Seller: UNITED FINANCIAL MORTGAGE CORP.,
AS SELLER
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Financial Officer
