Exhibit 10.103
AMENDMENT NUMBER ONE TO THE MASTER REPURCHASE AGREEMENT
Dated as of November 13, 2002
Reference is made to the Master Repurchase Agreement dated as of
November 16, 2001 (the "Master Repurchase Agreement") between Credit Suisse
First Boston Mortgage Capital LLC (the "Buyer") and ABFS REPO 2001, Inc. (the
"Seller"). Capitalized terms used herein but not defined herein shall have the
meanings ascribed thereto in the Master Repurchase Agreement.
Section 1. Amendment of the Master Repurchase Agreement. As of
November 13, 2002, the Master Repurchase Agreement is hereby amended as
follows:
(a) Section 18(q) is hereby deleted in its entirety and replaced
with the following:
As of the end of any fiscal quarter, ABFS on a consolidated
basis fails to maintain at all times a minimum Consolidated
Stockholders' Equity in excess of the sum of (1)
$50,000,000, plus (2) the aggregate amount equal to 50% of
the aggregate net cash proceeds received by ABFS or any of
its subsidiaries from the issuance of capital stock after
June 30, 2002, plus (3) for each fiscal quarter ending after
June 30, 2002, the aggregate amount equal to 60% of positive
consolidated Net Income for such fiscal quarters, provided
that if ABFS should incur a net loss for any fiscal quarter,
the Consolidated Stockholders' Equity requirement hereunder
will not be reduced from the amount required at the previous
fiscal quarter end; and
(b) Section 18(r) is hereby deleted in its entirety and replaced
with the following:
The ratio of ABFS's Total Liabilities to Consolidated
Stockholders' Equity is greater than 16:1 as of the end of
any fiscal quarter. ABFS shall fail to maintain at the end
of any fiscal quarter at least $225,000,000 in Subordinated
Debt with maturities of at least one year or greater and at
least $350,000,000 of total Subordinated Debt.
(c) Section 27 is hereby amended by deleting the reference to
"November 14, 2002" and replacing it with "November 13, 2003".
Section 2. Reference to and Effect on the Master Repurchase Agreement.
2.1 Upon the effectiveness of this Amendment Number One, each
reference in the Master Repurchase Agreement to "this Agreement," "hereunder,"
"hereof," "herein," "hereby" or words of like import shall mean and be a
reference to the Master Repurchase Agreement as amended hereby, and each
reference to the Master Repurchase Agreement in other document, instrument and
agreement executed and/or delivered in connection with Master Repurchase
Agreement shall mean and be a reference to the Master Agreement as amended
hereby.
2.2 Except as specifically amended hereby, the Master Repurchase
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.
2.3 The execution, delivery and effectiveness of this Amendment
Number One shall not operate as a waiver of any right, power or remedy of any of
the parties to the Master Repurchase Agreement or any other document,
instrument, or agreement executed in connection therewith, nor constitute a
waiver of any provision contained therein.
2.4 By execution of this Amendment Number One, both of the parties
hereto hereby acknowledges that it has been notified of this Amendment Number
One and consent to the execution thereof.
Section 3. Representations. In order to induce the Buyer to execute and
deliver this Amendment, the Seller hereby represents to the Buyer that as of the
date hereof, after giving effect to this Amendment, the Seller is in full
compliance with all of the terms and conditions of the Master Repurchase
Agreement.
Section 4. Governing Law. THIS AMENDMENT NUMBER ONE SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF
LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.
Section 5. Execution in Counterparts, This Amendment Number One may be
executed in any number of Counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.
Section 6. Headings. Section headings in this Amendment Number One are
included herein for convenience of reference only and shall not constitute apart
of this Amendment Number One for any other purpose.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment Number
One as of the date first above written.
ABFS REPO 2001, INC.,
as Seller
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC,
as Buyer
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
Acknowledged and Agreed:
AMERICAN BUSINESS CREDIT, INC. AMERICAN BUSINESS MORTGAGE
as Guarantor SERVICES, INC., as Guarantor
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: President Title: Executive Vice President
HOMEAMERICAN CREDIT, INC., d/b/a AMERICAN BUSINESS FINANCIAL
UPLAND MORTGAGE, as Guarantor SERVICES, INC., as Guarantor
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxxxx
------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President Title: First Executive Vice President
[Signature Page to the Amendment Number One]
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