EXHIBIT 10.35
AMENDMENT NO. 18
TO MASTER REPURCHASE AGREEMENT
Amendment No. 18, dated as of October 26, 2004 (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, Amendment No. 7, dated as of March 15, 2003, Amendment No. 8,
dated as of May 30, 2003, Amendment No. 9, dated as of July 16, 2003, Amendment
No. 10, dated as of July 23, 2003, Amendment No. 11, dated as of August 27,
2003, Amendment No. 12, dated as of December 16, 2003, Amendment No. 13, dated
as of February 2, 2004, Amendment No. 14, dated as of March 31, 2004, Amendment
No. 15, dated as of April 22, 2004, Amendment No. 16, dated as of May 11, 2004
and Amendment No. 17, dated as of August 24, 2004 (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: Section 1. Temporary
Amendments. For purposes of this Amendment, this Section 1 will be effective
only during the period beginning on October 26, 2004 through and including
December 31, 2004 (the "Increased Maximum Aggregate Purchase Price Period"). 1.1
Definitions.
(a) 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 TWO HUNDRED MILLION DOLLARS
($200,000,000)."
Section 2. Conditions Precedent. This Amendment shall become effective on
October 26, 2004 (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.
2.2 Payment of Attorneys' Fees. On the Amendment Effective Date, the
Seller shall have paid attorneys' fees to Buyer or its counsel either by payment
or by authorized debit in connection with this Amendment in an amount equal to
$750.
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.
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]
- 2 -
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:_____________________________________________
Name:
Title:
Seller: UNITED FINANCIAL MORTGAGE CORP.,
as Seller
By:_____________________________________________
Name:
Title:
