EXHIBIT 10.14
AMENDMENT NO. 8
TO MASTER REPURCHASE AGREEMENT
Amendment No. 8, dated as of May 30, 2003 (this "Amendment"),
between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the "Buyer") and UNITED
FINANCIAL MORTGAGE CORP. (the "Seller").
RECITALS
The Buyer and the Seller are parties to that certain Master
Repurchase Agreement, dated as of August 29, 2001, as amended by Amendment No.
1, dated as of August 28, 2002, Amendment No. 2, dated as of September 3, 2002,
Amendment No. 3, dated as of September 26, 2002, Amendment No. 4, dated as of
October 1, 2002, Amendment No. 5, dated as of December 2, 2002, Amendment No. 6
dated as of January 30, 2003 and Amendment No. 7, dated as of March 15, 2003
(the "Existing Repurchase Agreement"; as amended by this Amendment, the
"Repurchase Agreement"). Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Existing Repurchase Agreement.
The Buyer and the Seller 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.
Accordingly, the Buyer and the Seller hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Repurchase Agreement is hereby amended as follows:
1.1 Definitions.
(a) Section 2 of the Existing Repurchase Agreement is hereby
amended by adding the following defined terms:
"Increased Aggregate Purchase Price" shall mean TWENTY MILLION
DOLLARS ($20,000,000).
"Increased Purchase Price Mortgage Loans" means a Mortgage
Loan which is purchased with the proceeds of the Increased Aggregate Purchase
Price. Any Repurchased Mortgage Loans shall first be attributed to the Standard
Aggregate Purchase Price. Thereafter, any Mortgage Loans subject to a
Transaction will first be attributed to the Standard Aggregate Purchase Price
prior to any Mortgage Loans being attributed to the Increased Aggregate Purchase
Price. To the extent that funds are no longer available under the Standard
Aggregate Purchase Price, any further Mortgage Loans subject to a Transaction
will be considered Increased Purchase Price Mortgage Loans. For purposes of this
Agreement and subject to the second sentence of this definition, Mortgage Loans
will be allocated first to the Standard Aggregate Purchase Price based on the
date on which such Mortgage Loan becomes subject to this Agreement, commencing
from the earliest date to the most recent date.
"Standard Aggregate Purchase Price" means EIGHTY MILLION
DOLLARS ($80,000,000)."
(b) Section 2 of the Existing Repurchase Agreement is hereby
amended by deleting the definition of "Market Value" in its entirety
and replacing it with the following:
"Market Value" means, with respect to any Purchased Mortgage
Loan as of any date of determination, the whole-loan servicing retained 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 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 more than
(a) twenty nine (29) days past due, other than a
Non-Performing Mortgage Loan or (b) one hundred eighty (180)
days past due or foreclosed upon or otherwise liquidated for
Non-Performing Mortgage Loans;
(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
(b) 90 days with respect to each Ninety Day Aged Loan or (c)
180 days with respect to each One Hundred Eighty Day Aged
Loan;
(vi) such Purchased Mortgage Loan is a
Repurchased Mortgage Loan which has been subject to a
Transaction hereunder for a period of greater than 180 days;
(vii) such Purchased Mortgage Loan is a Wet-Ink
Mortgage Loan for which the Wet-Ink Documents have not been
delivered to the Custodian on or prior to the seventh Business
Day after the related Purchase Date;
(viii) when the Purchase Price for such Purchased
Mortgage Loan is added to other Purchased Mortgage Loans, the
sum of the Purchase Price of all (A) Non-Performing Mortgage
Loans and (B) Repurchased Mortgage Loans that are, in either
case, Purchased Mortgage Loans exceeds $2,000,000;
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(ix) when the Purchase Price for such Purchased
Mortgage Loan is added to other Purchased Mortgage Loans, the
aggregate Purchase Price of all Ninety Day Aged Loans that are
Purchased Mortgage Loans exceeds $5 million;
(x) when the Purchase Price for such Purchased
Mortgage Loan is added to other Purchased Mortgage Loans, the
aggregate Purchase Price of all One Hundred Eighty Day Aged
Loans that are Purchased Mortgage Loans exceeds $500,000;
(xi) 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 $2.5 million;
(xii) 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 $20 million;
(xiii) when the Purchase Price for such Purchased
Mortgage Loan is added to other Purchased Mortgage Loans, the
aggregate Purchase Price of all Sub-Prime Mortgage Loans that
are Purchased Mortgage Loans exceeds $2.5 million;
(xiv) 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.
(c) Section 2 of the Existing Repurchase Agreement is hereby
amended by deleting the definition of "Maximum Aggregate Purchase
Price" in its entirety and replacing it with the following language:
""Maximum Aggregate Purchase Price" means the sum of the
Increased Purchase Price and the Standard Aggregate Purchase Price, which sum
equals ONE HUNDRED MILLION DOLLARS ($100,000,000). All funds made available by
Buyer to Seller under this Agreement will first be attributed to the Standard
Aggregate Purchase Price."
(d) The definition of "Purchase Price" is hereby amended by
deleting it in its entirety and replacing it with the following:
"Purchase Price" means, on the Purchase Date:
(i) in the case of Purchased Mortgage Loans (other than
Non-Performing Mortgage Loans, One Hundred Eighty Day Aged Loans, Repurchased
Mortgage Loans or Increased Purchase Price Mortgage Loans), the price at which
each Purchased Mortgage Loan is transferred by Seller to Buyer, which shall not
exceed the lesser of (A) the outstanding principal amount thereof as set forth
on the related Mortgage Loan Schedule and Exception Report and
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(B) (1) the Market Value of such Purchased Mortgage Loan multiplied by (2) the
applicable Purchase Price Percentage; or
(ii) in the case of Purchased Mortgage Loans which are
Non-Performing Mortgage Loans or One Hundred Eighty Day Aged Loans (other than
Repurchased Mortgage Loans or Increased Purchase Price Mortgage Loans), the
lesser of (1) the product of (A)(x) for the first 30 days in which the Purchased
Mortgage Loan is subject to a Transaction or held by the Custodian for the
benefit of the Buyer, 70% of the outstanding principal balance thereof as set
forth in the related Mortgage Loan Schedule; and (y) thereafter, 70% minus an
additional 10% for each 30-day period following the 30th day in which the
Purchased Mortgage Loan is subject to a Transaction or held by the Custodian for
the benefit of the Buyer multiplied by (B) the outstanding principal balance
thereof as set forth in the related Mortgage Loan Schedule and (2) the Market
Value of such Mortgage Loan multiplied by the applicable Purchase Price
Percentage for such Mortgage Loan; or
(iii) in the case of Purchased Mortgage Loans which are
Repurchased Mortgage Loans, the lesser of (1) 90% of the value reflected in the
most recent BPO, (2) the outstanding principal balance thereof as set forth in
the related Mortgage Loan Schedule multiplied by the applicable Purchase Price
Percentage or (3) 90% of the Market Value of such Mortgage Loan; or
(iv) in the case of Purchased Mortgage Loans which are
Increased Purchase Price Mortgage Loans (other than Repurchased Mortgage Loans),
the applicable Purchase Price Percentage multiplied by the lesser of (A) the
outstanding principal amount thereof as set forth on the related Mortgage Loan
Schedule and Exception Report and (B) the Market Value of such Purchased
Mortgage Loan; or
(v) thereafter, except where Buyer and Seller agree otherwise,
the amount determined under the preceding clauses (i), (ii), (iii) or (iv)
decreased by the amount of any cash transferred by Seller to Buyer pursuant to
Section 4(c) hereof or applied to reduce Seller's obligations under clause (ii)
of Section 4(b) hereof.
(e) By deleting the definition of "Purchase Price Percentage"
in its entirety and replacing it with the following:
"Purchase Price Percentage" means, with respect to each
Mortgage Loan, the following percentage, as applicable:
(i) With respect to each Mortgage Loan which is an
Increased Purchased Price Mortgage Loan, 92% (other than Repurchased
Mortgage Loans); and
(ii) With respect to each Mortgage Loan (other than
Increased Purchase Price Mortgage Loans), the following percentage, as
applicable:
(a) 75% with respect to Transactions the subject of which are
Repurchased Mortgage Loans;
(b) 95% with respect to Purchased Mortgage Loans that are
Non-Performing Mortgage Loans (other than Repurchased Mortgage Loans);
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(c) 95% with respect to Purchased Mortgage Loans that are One
Hundred Eighty Day Aged Loans (other than Repurchased Mortgage Loans);
(d) 95% with respect to Purchased Mortgage Loans that are
Second Lien Mortgage Loans (other than Non-Performing Mortgage Loans,
One Hundred Eighty Day Aged Loans or Repurchased Mortgage Loans);
(e) 96% with respect to Purchased Mortgage Loans that are
Sub-Prime Mortgage Loans (other than Repurchased Mortgage Loans, One
Hundred Eighty Day Aged Loans or Non-Performing Mortgage Loans);
(f) 98% with respect to Purchased Mortgage Loans that are Alt
A Mortgage Loans (other than Non-Performing Mortgage Loans, One Hundred
Eighty Day Aged Loans or Repurchased Mortgage Loans);
(g) 98% with respect to Purchased Mortgage Loans that are
Jumbo Mortgage Loans (other than Non-Performing Mortgage Loans, One
Hundred Eighty Day Aged Loans or Repurchased Mortgage Loans); or
98% with respect to Transactions the subject of which are
first lien Conforming Mortgage Loans (other than Non-Performing
Mortgage Loans, One Hundred Eighty Day Aged Loans or Repurchased
Mortgage Loans).
SECTION 2. Conditions Precedent. This Amendment shall become
effective on May 30, 2003 (the "Amendment Effective Date"), subject to the
satisfaction of the following conditions precedent:
2.1 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 a duly
authorized officer of the Buyer and Seller;
(b) such other documents as the Buyer or counsel to the Buyer
may reasonably request.
SECTION 3. 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.
SECTION 4. 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.
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SECTION 5. 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 6. 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.
[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/ Xxxx Xxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
Seller: UNITED FINANCIAL MORTGAGE CORP.,
AS SELLER
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: President and Chief
Executive Officer
