EXHIBIT 10.14
EXECUTION VERSION
AMENDMENT NO. 11
TO MASTER REPURCHASE AGREEMENT
Amendment No. 11, dated as of October 1, 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 and Amendment No. 10, dated as of September 17, 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 1, 2003 through and including October 31, 2003.
"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;
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(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) October 31, 2003
and (b) the date of the occurrence of an Event of Default.
SECTION 3. Conditions Precedent. This Amendment shall become
effective on October 1, 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.
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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]
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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/ 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
