SECOND AMENDMENT TO THE SUMMARY OF TERMS
Exhibit 10.36(b)
SECOND AMENDMENT
TO THE SUMMARY OF TERMS
This SECOND AMENDMENT TO THE SUMMARY OF TERMS (the “Amendment”) is made and entered into as of August 5, 2005 by and among SPS Holding Corp., a Delaware corporation (“SPS”), Select Portfolio Servicing, Inc., a Utah corporation (the “Servicer”), Credit Suisse First Boston (USA), Inc., a Delaware corporation (the “Investor”), DLJ Mortgage Capital, Inc., a Delaware corporation (“DLJ”), The PMI Group, Inc., a Delaware corporation, and FSA Portfolio Management Inc., a New York corporation.
WHEREAS, each of the parties hereto has entered into the Summary of Terms, dated January 19, 2005, as amended by the First Amendment to the Summary of Terms, dated as of July 28, 2005 (together, the “Summary of Terms”), that grants the Investor an option exercisable on or before August 5, 2005 to acquire all outstanding shares of capital stock of SPS;
WHEREAS, each of the parties hereto have been working together diligently and in good faith to negotiate definitive agreements and believe that it is in the best interest of all parties to further amend the Summary of Terms to extend the expiration date of the option granted therein from August 5, 2005 to August 12, 2005;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Amendment of Exercise Date. The Summary of Terms is hereby amended such that the date “August 5, 2005” included therein is deleted and replaced with “August 12, 2005”. Accordingly, after giving effect to such amendment, the Exercise Date shall be August 12, 2005.
2. No Other Amendments; Summary of Terms Remains in Effect. Except as expressly amended by Section 1 of this Amendment, the Summary of Terms shall remain in full force and effect in the form in which it existed immediately prior to the execution and delivery of this Amendment. This Amendment shall not amend or otherwise modify, or constitute a waiver of any provision in, the Flow Servicing Rights Purchase Agreement, dated as of January 28, 2005 (the “Flow Purchase Agreement”), between DLJ and the Servicer and such agreement shall remain in full force and effect.
3. Amendments. No amendments, changes or modifications to this Amendment shall be valid unless the same are in writing and signed by the parties hereto.
4. Counterparts. This Amendment may be executed in multiple counterparts. Each counterpart shall be an original, but altogether shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
SPS HOLDING CORP.
By /s/ Xxxx Xxxxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxxxx
Title: CEO
SELECT PORTFOLIO SERVICING, INC.
By /s/ Xxxx Xxxxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxxxx
Title: CEO
CREDIT SUISSE FIRST BOSTON (USA), INC.
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: CEO
DLJ MORTGAGE CAPITAL, INC.
By /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
THE PMI GROUP, INC.
By /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: SVP & Managing Director, PMI Capital Corporation
FSA PORTFOLIO MANAGEMENT INC.
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: General Counsel & Managing Director
Signature Page to Second Amendment to the Summary of Terms
