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EXHIBIT 10.1
AMENDMENT NO. 1
TO
MASTER REPURCHASE AGREEMENT
AND SUPPLEMENTAL TERMS
Dated as of May 1, 1998
Among:
Xxxxxxx Xxxxx Mortgage Capital Inc.
and
Xxxxxxx Xxxxx Credit Corporation
and
PacificAmerica Securities, Inc.
1. APPLICABILITY. This Amendment No. 1 (the "Amendment") to the Master
Repurchase Agreement dated as of October 31, 1997 (the "Master Repurchase
Agreement") and the Supplemental Terms thereto set forth in Annex I (the
"Supplemental Terms" and collectively with the Master Repurchase Agreement, the
"Agreement") modifies the Agreement and the terms and conditions under which the
parties hereto and thereto, from time to time, enter into transactions.
2. DEFINITIONS. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Agreement. Capitalized terms used in
the Agreement whose definitions are modified in this Amendment shall, for
purposes of this Agreement, be deemed to have such modified definitions.
3. MAXIMUM TRANSACTION AMOUNT. Paragraph 20(a) of the Supplemental Terms is
hereby amended by deleting "$120,000,000" and substituting "$60,000,000"
therefor and the following shall be added at the end of such Paragraph 20(a):
"; provided, however, that if the aggregate outstanding
Repurchase Price for the Purchased Securities that are
Mortgage Loans shall at any time exceed $60,000,000, all
provisions of the Agreement, as amended, shall apply to the
actual amount of such aggregate outstanding Repurchase Price
as though such amount were specifically set forth in Paragraph
20(a) of the Supplemental Terms."
4. TERMINATION. Notwithstanding any provisions of the Agreement to the
contrary, the Agreement as amended hereby and all Transactions outstanding
thereunder shall terminate automatically without any requirement for notice on
the date occurring on the earlier of (i) December 31, 1998 and (ii) the written
agreement of Seller and Buyer; provided, however, that notwithstanding the
foregoing, the Agreement as amended hereby shall continue in full force and
effect until any outstanding Repurchase Price has been paid in full.
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5. GOVERNING LAW. This Amendment shall be governed by the laws of the State
of New York without given effect to the conflict of law principles thereof.
6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
7. RATIFICATION AND CONFIRMATION. As amended hereby, the Agreement is
hereby in all respects ratified and construed as one and the same instrument.
XXXXXXX XXXXX MORTGAGE PACIFICAMERICA SECURITIES, INC.
CAPITAL INC.
By:_______________________________ By:_________________________________
Title:____________________________ Title:______________________________
Date:_____________________________ Date:_______________________________
XXXXXXX XXXXX CREDIT
CORPORATION
By:_______________________________
Title:____________________________
Date:_____________________________
