Exhibit 10.3
AMENDMENT NO. 1(a)
TO
MASTER REPURCHASE AGREEMENT
This Amendment No. 1(a) (this "Amendment No. 1") to that certain Master
Repurchase Agreement (the "Agreement"), dated as of March 24, 1998, by and
between NationsBanc Mortgage Capital Corporation ("Buyer"), Metropolitan
Mortgage & Securities Co., Inc. and its subsidiary, Metwest Mortgage Services,
Inc., (each, and jointly and severally, "Seller") is entered into as of this 8th
day of October, 1998.
In consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree,
promise and covenant as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINED TERMS. Defined terms used herein, unless otherwise
defined herein, have the same meaning ascribed to them in the Agreement.
ARTICLE II
AMENDMENT OF SECTION 9
Section 9 (b)(v) of the Agreement is hereby amended in its entirety to
read as follows:
"v) The then aggregate outstanding Purchase Price, when added
to Purchase Price for the requested Transaction, shall not exceed TWO
HUNDRED MILLION DOLLARS ($200,000,000). Seller agrees that the Market
Value used in determining such portion of the outstanding aggregate
Purchase Price is at Buyer's sole discretion."
ARTICLE III
AMENDMENT OF SECTION 18
Section 18 (s) of the Agreement is hereby amended in its entirety to
read as follows:
"s) Metropolitan Mortgage & Securities Co., Inc. shall fail to
maintain (A) GAAP net worth (any calculation of which shall treat any
outstanding trust preferred stock as equity) of at least $45,000,000,
(B) a ratio of Indebtedness to GAAP net worth of 24:1 or less, or (C)
at least $40,000,000 of liquid assets (cash, cash equivalents or market
value of U.S. Treasury Securities)."
ARTICLE IV
AMENDMENT OF SECTION 29
Section 29 of the Agreement is hereby amended in its entirety to read
as follows:
"29. TERMINATION
a) This Agreement shall remain in effect until the earlier of (i) the
Termination Date and (ii) the occurrence of a Default. However, no such
termination shall affect Seller's outstanding obligations to Buyer at the time
of such termination. Seller's obligations to indemnify Buyer and Agent pursuant
to this Agreement shall survive the termination hereof.
b) Agent shall be entitled to a break-up fee equal to 0.3125% of the
highest aggregate principal balance of the Purchased Securities on any day
during the period from the last securitization ("Securitization") underwritten
by Buyer's affiliate to the date of such termination (the "Break-up Fee") that
are repurchased by Seller and neither immediately resold to Agent in a
Transaction nor sold to, or underwritten (as sole manager) by, such affiliate of
Agent (as mortgage-backed securities) in a Securitization; provided however that
such a Break-up Fee shall not apply to:
(i) any Purchased Security which is not resold in a
Transaction because, as determined by Agent, it is
not an Eligible Mortgage Loan as that term is defined
in the Custody Agreement;
(ii) any Purchased Security which is not resold in a
Transaction or sold to Agent in a Securitization
because it fails to meet, as determined by Agent, the
representations and warranties relating to a
Securitization or fails to meet, as determined by
Agent, the selection criteria for such
Securitization; or
(iii) any Purchased Security (x) which has been paid in
full or (y) to the extent of the amounts of any
principal reductions relating to such Purchased
Security.
The Break-up Fee is earned and payable on the earlier of (i) a sale or
Securitization of the Purchased Securities by Seller (other than a
Securitization sole managed by Buyer's affiliate) and (ii) June 30, 1999.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 AGREEMENT. The other agreements, representations,
warranties, terms and conditions contained in the Agreement shall continue in
full force and effect.
SECTION 5.2. TERMS OF THIS AGREEMENT. This Amendment No. 1 shall have
the same term of, and shall expire at the same time as, the Agreement.
SECTION 5.3. AMENDMENTS AND WAIVERS. This Amendment No. 1 may not be
amended, modified, terminated or any provision thereof waived without the
written agreement of the parties hereto.
SECTION 5.4. SEVERABILITY; APPLICABLE LAW. In case any provision in or
obligation under this Amendment No. 1 shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligation, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 as of the date first above written.
METROPOLITAN MORTGAGE & SECURITIES, CO., INC.
By: /s/ C. Xxxx Xxxxxxxx, Xx.
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C. Xxxx Xxxxxxxx, Xx.
President and Chief Executive Officer
METWEST MORTGAGE SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Executive Vice President
NATIONSBANC MORTGAGE CAPITAL CORPORATION
By: /s/ Xxxx X. XxXxxxxx
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Xxxx X. XxXxxxxx
Senior Vice President
