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EXHIBIT 10.107
AMENDMENT NO. 1
TO THE MASTER REPURCHASE AGREEMENT
This is Amendment Xx. 0 (xxx "Xxxxxxxxx Xx. 0"), dated as of August 5,
2000 (the "Amendment Date"), by and between Xxxxxxx Xxxxx Mortgage Capital Inc.
("MLMCI"), Doral Financial Corporation, and Doral Mortgage Corporation
(collectively, "Doral") to that certain Master Repurchase Agreement dated as of
January 12, 1995 (the "Existing Repurchase Agreement").
W I T N E S S E T H
WHEREAS, MLMCI and Doral have agreed, subject to the terms and
conditions of this Amendment No. 1, that the Existing Repurchase Agreement be
amended to reflect certain agreed upon revisions to the terms of the Existing
Repurchase Agreement
WHEREAS, MLMCI and Doral have entered into that certain letter
agreement re: Master Repurchase Arrangement dated as of February ___, 2000 as
amended by Amendment No. 1 to the Commitment Letter (the "Commitment Letter"),
dated as of the date hereof.
Accordingly, Doral and MLMCI hereby agree, in consideration of the
mutual premises and mutual obligations set forth herein, that the Existing
Repurchase Agreement is hereby amended as follows:
1. All capitalized terms not otherwise defined herein have the respective
meanings set forth in the Existing Repurchase Agreement.
2. Representations and Warranties Exhibit D to the Master Repurchase
Agreement is hereby amended by deleting sections (C.), (F.), (K.), (L.)
and (N.) in their entirety, and replacing them, respectively, with the
following language:
"(C.) upon recordation, the Mortgage will be a valid and
subsisting: (i) with respect to a Second Lien Mortgage Loan,
second lien or (ii) with respect to any other Mortgage Loan,
first lien, in each case, on the Mortgaged Property therein
described, and the Mortgaged Property is free and clear of all
encumbrances and liens having priority over the lien of the
Mortgage except for liens for real estate taxes and special
assessments not yet due and payable, easements, other matters
of public record generally acceptable to mortgage lenders and,
with respect to Second Lien Mortgage Loans, the applicable
prior lien. The Mortgage Loan creates a valid and subsisting
first or second lien, as applicable, on the property described
therein and the related obligor has full right to sell and
assign the Mortgage Note pursuant to this Agreement;"
"(F.) Except with respect to Delinquent Mortgage Loans, all
payments required to be made for each Mortgage Loan under the
terms of the Mortgage have been made;
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no Mortgage Loan is currently 30 days or more delinquent in
its payments ("Delinquent") or has been Delinquent more than
once during the prior twelve month period. No Delinquent
Mortgage Loan is currently 60 days or more delinquent in its
payments;"
"(K) each Mortgage Loan is covered by an ALTA mortgage title
insurance policy or other generally acceptable form of policy
of insurance (with, in the case of Pooled Mortgage Loans, all
requisite endorsements, acceptable to the relevant Agency
issued by and the valid and binding obligation of a title
insurer acceptable to such Agency) and qualified to do
business in the jurisdiction where the Mortgaged Property is
located, insuring the related Obligor, its successors and
assigns, as to the first, or, with respect to Second Lien
Mortgage Loans, the second, priority lien of the Mortgage in
the original principal amount of the Mortgage Loan; the
related Obligor, its successors and assigns, are the named
insured and the sole insured of such mortgage title insurance
policy; the assignment to MLMCI of the related Obligor's
interest in such mortgage title insurance policy does not
require the consent of or notification to the insurer; such
mortgage title insurance policy is in full force and effect
and will be in full force and effect and inure to the benefit
of MLMCI upon the sale of such Mortgage Loan to MLMCI under
this Agreement, and no claims have been made under such
mortgage title insurance policy; and no prior holder of the
related Mortgage, including the related Obligor, has done, by
act or omission, anything which would impair the coverage of
such mortgage title insurance policy;"
"(L.) Except for payment Delinquencies of more than 30 days
but less than 60 days with respect to Delinquent Mortgage
Loans, there is no default, breach, violation or event of
acceleration existing under the Mortgage or the related
Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period,
would constitute a default breach, violation or event of
acceleration; and such Obligor has not waived any default,
breach violation or event of acceleration;"
"(N.) with respect to each Mortgage Loan with a loan-to-value
ratio greater than 80%, the excess over 75% is and will be
insured as to payment defaults by a policy of primary mortgage
guaranty insurance until the loan-to-value ratio is reduced
below 80%, provided, that no Second Lien Mortgage Loan shall
have a CLTV greater than 75%; all provisions of such primary
mortgage guaranty insurance policy have been and are being
complied with and such policy is in full force and effect; and
all premiums due thereunder have been paid; the related
Mortgage for any Mortgage Loan subject to such policy of
primary mortgage guaranty insurance obligates the mortgagor
thereunder to maintain such insurance and pay all premiums and
charges in connection therewith; the insurer for such policy
is an approved mortgage insurance company by an Agency; the
annual interest rate for the Mortgage Loan as set forth on the
related Mortgage Loan Schedule is net of any such insurance
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premium; if the Mortgage Loan is an FHA-insured or
VA-guaranteed loan, such insurance or guaranty is in effect;"
3. Doral agrees to pay as and when billed by MLMCI all of the reasonable
fees, disbursements and expenses of counsel to MLMCI in connection with
the development, preparation and execution of this Amendment No. 1 or
any other documents prepared in connection herewith and receipt of
payment thereof MH be a condition precedent to MLMCI entering into any
Transaction pursuant hereto.
4. Effective Date. This Amendment shall become effective on the date (the
"Amendment Effective Date") on which the following conditions precedent
shall have been satisfied:
(a) On the Amendment Effective Date, MLMCI shall have received the
following, each of which shall be satisfactory to MLMCI:
(i) this Amendment No. 1, executed and delivered by a
duly authorized officer of each of Doral and MLMCI;
and
(ii) Amendment No. 1 to the Commitment Letter, executed
and delivered by a duly authorized officer of each of
Doral and MLMCI; and
(iii) such other documents as MLMCI or counsel to MLMCI may
reasonably request.
(b) On the Amendment Effective Date, (i) Doral shall be in
compliance with all the terms and provisions set forth in the
Master Repurchase Agreement as amended by this Amendment No.
1, and the Commitment Letter, on its part to be observed or
performed, and (ii) no default or Event of Default shall have
occurred and be continuing on such debt.
5. The parties hereto acknowledge that this Amendment No. 1, as amended
from time to time, the Existing Repurchase Agreement, and the
Commitment Letter, and all draft thereof, documents relating thereto
and transactions contemplated thereby are confidential in nature and
Doral agrees that, unless otherwise directed by a court of competent
jurisdiction, they shall limit the distribution of such documents and
the discussion of such transactions to such of its officers, employees,
attorneys, accountants and agents as is required in order to fulfill
its obligations under such documents and with respect to such
transactions.
6. Except as expressly amended and modified by this Amendment No. 1, the
Existing Repurchase Agreement shall continue to be, and shall remain,
in full force and effect in accordance with its terms.
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7. This Amendment No. 1 shall be construed in accordance with the laws of
the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
8. This Amendment No. 1 may be executed in one or more counterparts and by
different parties hereto on separate counterparts, each of which, when
so executed, shall constitute one and the same agreement.
9. The parties hereto agree that in the event there is any conflict
between the terms of this Amendment No. 1, and the terms of the
Existing Repurchase Agreement or the Commitment Letter, the provisions
of this Amendment No. 1 shall control.
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[SIGNATURES COMMENCE ON FOLLOWING PAGE]
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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.
XXXXXXX XXXXX MORTGAGE
CAPITAL INC.
Purchaser
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Director
DORAL MORTGAGE CORPORATION
Seller
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title:
DORAL FINANCIAL CORPORATION
Seller
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title:
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